GRASSROOTS ACTION IS POWERFUL! GRC Elections: Your individual vote and participation in our food co-op matter!

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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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Last night, the Member-Owners of the Honest Weight Food Co-op held their quarterly  meeting. Elections were held to fill a vacant seat on the Governance Review Council (GRC). The results of that election, as certified by Rita Nolan, Chair of our Elections and Nominations Committee, are as follows:

“166 Member-Owners were in attendance at last night’s Membership Meeting.

131 votes were cast so 33 votes is a 25% plurality:

Gene Reilly          103 Votes
Rebekah Rice        26 Votes
Nancy Van Deusen  1 Vote
Russell Ziemba        1 Vote

Two (2) Provisional Ballots are awaiting verification but these votes will not affect the result.”

Gene Reilly is the newest member of our GRC. Congratulations to Gene and thank you for your willingness to serve a three-year term! I served with Gene on the HWFC Corporate Compliance Committee (CCC) and I can tell you he is very balanced in his decision-making process, focused, thoughtful, calm, and extremely easy and pleasant to work with.

Gene is the person from the CCC who recommended the term “time investment,” which is the term we now use to refer to the “work” we Member-Owners do at our co-op; his recommendation made it all the way into our bylaws!

Member-Owners, help Gene out by attending GRC meetings and supporting his work…

…errr, that is, time investment!

HONEST ELECTIONS AT HONEST WEIGHT

I was part of the team which made sure the “chain of custody” of the ballots was secure; that is, the ballot boxes were watched by a number of people from the time they were opened at the meeting, until the time they were placed on the table at HWFC, to be opened and ballots counted. I was also on the team which counted the ballots.

The ballot counting process which our Elections and Nominations Committee has developed is detailed, logical, clear, transparent and – most importantly – has multiple times where ballot counting is double-checked by “multiple eyes:” that is, there are multiple checks & balances.

A team of four people is initially involved in the physical count; each of the four checks the count of the others. Once the paperwork is signed off by the team of four, it is passed on to another team, which double-checks the work of the first team and tallies up the final vote count.

The Chair of the Committee was present at all times to answer questions about, for example, an unclear or spoiled ballot, so that the actual counting could proceed efficiently and without difficulty.

Member-Owners are invited and encouraged to witness vote counting at our co-op or to actually count ballots. Please do! It is important that we protect the sanctity of our elections’ process. We need to continually monitor the accuracy of our ballot security and our ballot counting and the certifying of elections so all are comfortable that the results are fair, accurate, transparent and that there is no possibility that the ballot boxes, the ballots, and counting have been tampered with in any way.

A process of hand-counted paper ballots, in public, with multiple people in attendance, with multiple redundancies, with a clear and verifiable, paper ballot re-count process, if and when necessary – according to a League of Women Voters member with whom I worked closely years ago – is still considered the safest way to conduct elections.

This is the process our Election and Nominations Committee has instituted for our co-op.

Thank you to each and every member of our Elections and Nominations Committee – Rita Nolan, Tom Spargo, and Karen Roth – for your hard work in developing this fair and transparent process which we can trust and which we can also verify.

PARTICIPATORY DEMOCRACY
MEANS Y. O. U.!

What is crucial to our food co-op is your participation.

The recent first-ever HWFC Coffeehouse (thank you Membership Committee and all the musicians!), our second Art Exhibit opening (thank you Honest Arts Committee and all the artists!), and our Fall Festival, Homegrown Happening (thank you to all the staff involved, the vendors, and all who participated!), are all testament to fantastic teamwork happening at our co-op, both among and between Member-Owners and our wonderful staff.

Thank you to every person who was a part of all those team efforts!

However, governance also needs team effort. Perhaps it is not always fun, like being involved with music and art. It is, however, vital and necessary.

PLEASE start attending Board meetings. PLEASE start attending GRC meetings. PLEASE join a Committee.

More than ever, we need Member-Owners to fill vacancies upon the Board.

To that end, the Board will be holding a meeting this Sunday, October 29, 2017 at 5:00PM to fill vacancies upon the Board of Directors and upon the Executive Committee. Place: HWFC. Nominations are due by 5PM Friday, October 27, 2017, submitted to BoardAdmin-at-honestweight.coop or submitted in paper format in a sealed envelope to the Service Desk at HWFC. Please do not leave it to somebody else to do; right now we need new Board members. 

Member-Owners, also, do not forget to thank Board members who have recently left our Board; they all put in hard work on our behalf. Thank yous are very, very important, don’t neglect to express your appreciation.

The name of my blog has “Grassroots” in it for a reason. You are one of the grassroots. Together, we families all keep our food co-op strong, resilient, transparent and democratic.

The fewer there are of us, the more chance for non-transparent actions. The more of us, the more roots to keep us grounded, co-operative, self-reliant, and strong.

We are all in charge of our mission which, remember – from our co-operative beginnings back in the ’70’s  – is, at its basics: high- quality, low cost food.

From my perspective – for my family – being involved in  protecting our sources of local, organic, high-quality, nutrient-dense food and building bridges to the local families which produce this food – is an extremely good investment of my time and energy.

Being involved in co-operative governance, to assure that end, is one of the ways to invest your time in our co-operative.

Wouldn’t you and your family agree it’s a sound investment?

© Laura Hagen

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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

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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.

GRASSROOTS ACTION: US Senate Vote Tomorrow on DARK Act: Call Senators today!

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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: THURSDAY, JULY 7, 2016 9:10 am

NYS Senator Gillibrand’s office in D.C. told me this morning that the Senator voted “NO” against the cloture vote yesterday. (This is, she voted against cutting off debate and forcing a vote.)

NYS Senator’s Schumer’s office in D.C. told me this morning that the Senator voted “NO” (That is, he voted against cutting off debate and forcing a vote.)

UPDATE: WEDNESDAY, JULY 6, 2016 10:30PM

DARK ACT PASSES US SENATE WEDNESDAY WITH CLOTURE* VOTE

A Center for Food Safety Press Release dated today, states:

WASHINGTON— Today the Senate voted to deny one-third of Americans the right to know what is in in the food products they purchase. In a cloture vote of 65-32 the discriminatory, highly-flawed “compromise” GMO labeling bill offered by Senators Stabenow and Roberts, also known as the Deny Americans the Right to Know (DARK) Act, passed through the Senate. This “compromise” bill allows producers to use QR codes and “smart labels” instead of clear, on-package labeling of food products that contain genetically modified organisms (GMOs). The poorly drafted bill exempts major portions of current and future GMO foods from labeling and is discriminatory against low-income, rural, minorities and elderly populations. The bill as written is also a gross violation of the sovereignty of numerous states, as it preempts the genetically engineered food labeling laws in Vermont, Connecticut, Maine and Alaska…

The High Plains /Midwest AG Journal article Senate Passes GMO Cloture Vote, dated Wednesday, July 6, 2016 at 5:38 pm stated: “Senate will vote on final passage as early as July 7.

Both NYS Senators’ – Schumer and Gillibrand – websites are silent as to how they voted on the Dark Act cloture vote. Please post below, if you have an update.

See the Senate Democrat and Republican Conference websites for information about the Cloture vote and the final vote, possibly tomorrow, Thursday, July 7, 2016.

*What’s a “cloture vote?” “Cloture is a procedure used occasionally in the U.S. Senate to break a filibuster. Cloture, or Rule 22, is the only formal procedure in Senate parliamentary rules, in fact, that can force an end to the stalling tactic. It allows the Senate to limit consideration of a pending matter to 30 additional hours of debate.” See http://uspolitics.about.com/od/glossary/a/Cloture-Definition.htm .

 

UPDATE: Wednesday, July 6, 2016 9:00PM: No results as to the US Senate Vote yet. PLEASE CALL NY SENATOR SCHUMER’S AND SENATOR GILLIBRAND’S OFFICES TOMORROW AND TELL THEM TO VOTE “NO” AND TELL THEM WHY YOUR FAMILY DOES NOT WANT NOR SUPPORT THE ‘DARK ACT.’

Senator Schumer (202) 224-6542

Senator Gillibrand (202) 224-4451

In the meantime, read this June 29, 2016 article at HuffPo by Carey Gillam, Research Director for U.S. Right to Know, a non-profit consumer education group, At ‘Crucial Moment’ For GMO Labeling, Organic Industry Finds Itself Divided.

Read Carey Gillam’s June 27, 2016 article at U.S. Right to Know, For GMO Labeling Advocates, It Doesn’t Get Much Darker Than This.

And see this Wednesday, July 6, 2016 NY Times editorial, A Flawed Approach to Labeling Genetically Modified Food.

Finally, we were all let to believe that GMO foods were necessary because they would increase food yields. A national report has put that myth to bed.

U.S. Right To Know informs us: “A May 2016 report by the National Academy of Sciences found no evidence that GMO crops had changed the rate of increase in yields, and no clear benefits for small, impoverished farms in developing countries.”

 

UPDATE: Tuesday, July 5, 2016 at 6:00PM: An advocate (thanks JS) from HWFC just let our list know she has spoken with the Environmental Working Group. “THEY SAY SCHUMER IS POSSIBLY GOING TO VOTE FOR THE BILL… (the DARK Act)…”

Please call Senator Schumer’s Office and tell him to vote “no.” Tell him why. Tell him the Organic Trade Association, which is supporting this bill, does NOT speak for you and your family.

Flood Senator Schumer’s Office with calls. We need large numbers from the Albany area calling his D.C. office.

Does anyone have a newer update from Senator Gillibrand’s office?

I was told it is more effective to call their D.C. offices. Here are the numbers:

Senator Schumer (202) 224-6542 (9-6PM and you CANNOT leave a message)

Senator Gillibrand (202) 224-4451

Please post any updates, below.

Here is the text of the bill (thanks MR, another HWFC advocate). It just made it out of committee (Agriculture, Nutrition and Forestry) and doesn’t have an S number yet. History of bill: (S. 2609 via amendment #3450 to S. 764)

http://www.agriculture.senate.gov/imo/media/doc/Ag%20biotech%20compromise%20proposal.pdf

Folks, please read the text of this bill …and make your Senate phone calls today and tomorrow morning. Call friends & family around the US and have THEM call THEIR Senators today and tomorrow morning to vote “no” to the Dark Act.

~~~

The Organic Consumers Association (OCA) and its International Director, Ronnie Cummins, issued this statement in an email sent out July 3rd:

On Wednesday, July 6, the U.S. Senate will hold a vote on a bill that could undermine everything that’s been accomplished so far on the GMO labeling front.

If the Roberts-Stabenow DARK Act passes next week, Vermont’s GMO labeling bill, enacted yesterday, will be overturned. Consumers will never get clear labels on GMO foods. The right of states to pass their own food safety and labeling laws will be severely undermined.

In fact, even Vermont’s seed labeling law, in existence for the past 12 years, will be wiped out of existence by this grossly offensive piece of legislation.

So much for states being the “laboratories of democracy.” What rights will corporations convince our federal lawmakers to take away next?

The bill proposed by Sens. Pat Roberts and Debbie Stabenow is an anti-consumer, pro-Monsanto masterpiece, bought and paid for by some of the greediest, most deceptive corporations in America…

YOUR ACTION STEPS:

  1. Please read my July 2nd post to get updated, here.
  2. It is URGENT that you contact your US Senators TODAY at 888-897-0174  (or Senator Schumer (202) 224-6542; Senator Gillibrand (202) 224-4451), and let them know you do not support the Roberts-Stabenow Senate Bill, aka the DARK ACT. In the past, NY Senators Gillibrand and Schumer both voted “no.” Call them anyway because I did not get a firm answer today from either Senator’s office that they would be voting “no” tomorrow.
    1. See how the rest of the US Senate voted on a “test run” of the vote, here;
  3. Go to your pantry & ‘fridge. Cross-check the brand names of the organic food you buy with this list of members of the Organic Trade Association (OTA);
    1. Email and/or FB some of these “organic” companies today (OTA list of members here);
    2. Tell them to publicly drop support of this bill; you want this in writing;
    3. Tell them you expect to see an announcement on their website and FB page, showing they have removed support for this bill.

I called Senators Schumer and Gillibrand’s offices today. Senator Gillibrand’s D.C. office told me they cannot confirm that she will vote “no” against the DARK Act, but that she did vote against it in the past.

Senator Schumer’s D.C. office line was busy; I am still trying to get through.(UPDATE 7/5/16, 3:30PM: the Senator’s D.C. office stated the Senator does oppose the DARK ACT and has voted against it in the past; however, the staffer does not know how the Senator will vote tomorrow until after he votes.) I spoke to the regional office in Albany and was told the Senator did vote against the DARK Act in the past; the staffer could not tell me the “Senator’s thinking as of this moment.” He urged me to call the D.C. office to be sure my voice is heard and that I am included in the tally of phone calls against the DARK Act.

Let me state this very loudly and very clearly: the Organic Trade Association (OTA) and all of its association members have joined with Monsanto in support of this bill.

This “Organic Industry” trade & lobbying organization, the Organic Trade Association, is claiming to speak for millions of American who buy their members’ “organic” food products. That includes you.

This bill is being voted on in the US Senate tomorrow, July 6th.

Do not allow this organic, corporate “front group,” the OTA, to speak for you. Call your US Senators today on behalf of your family and ask that they vote “no.” Tell them why.

Tell members of the Organic Trade Association – in writing – that your family will stop buying their “organic” foods if they do not immediately drop support for this bill – in writing – which supports GMOs and Monsanto.

~~~

Here is the letter which I emailed today to Melissa Hughes, Chair of the Organic Trade Association and Organic Valley representative:

Urgent Response Needed: OV and OTA Support of the Roberts-Stabenow Bill

July 5, 2016

Dear Ms. Hughes, Chair, Organic Trade Association and Representative of Organic Valley:

I have been a loyal customer of Organic Valley Co-operative milk products for years. Each month I purchase at least 1 gallon of OV whole, grassfed milk to make yogurt and we purchase OV butter, as well.

I am shocked that Organic Valley, represented by you as the Chair of the Organic Trade Association (OTA,) is supporting the Roberts-Stabenow Senate bill – renamed “The DARK Act” (Deny Americans the Right to Know about GMOs).

This bill goes against the very things we consumers want: transparency in labeling of GMOs; full disclosure by food corporations of the presence of GMOs; the right to protect our families from the harm of GMOs; and protection of the term “organic” in food labeling.

Please tell me:

1. Why is Organic Valley supporting this bill?
2. Why are you, as chair of the OTA, guiding the hundreds of OTA member corporations into supporting this bill?
3. What will it take for you to realize that 90% of American consumers DO NOT WANT GMOs in their food and WANT IT CLEARLY LABELED, that a food corporation is using GMOs? Would a national boycott of Organic Valley products be a loud and clear message?
4. Will you, as both Chair of the OTA and as a representative of Organic Valley, publicly and in writing on your websites and Facebook pages, withdraw your support of the Roberts-Stabenow bill (“the DARK Act”) immediately?
5. Please provide me with a list (name, address, phone, website, email) of ALL the farmers who provide milk/dairy to the Organic Valley Co-operative, whose farms are located in New York State & Vermont. I plan to contact each NYS & VT Organic Valley farm family and let them know there is strong consumer action AGAINST the “organic” corporations which support the Roberts-Stabenow Senate bill and that consumers, nation-wide, are poised to boycott any “organic” corporations which, by virtue of being a member of the Organic Trade Association (OTA), support the Roberts-Stabenow bill.

Depending upon your reply, my family will either continue to buy Organic Valley milk and butter. …or we will end our support of your corporation and buy our organic milk and butter elsewhere. We will go out of our way to NOT purchase Organic Valley products.

In addition – depending upon your written answer to me – our family will begin a campaign of contacting every member of the OTA whose food has a place in our ‘fridge and pantry, and inform them that we will no longer be purchasing their “organic” food products.

Please do not ask me to call you back; I would much prefer your answer in writing. There are many other Organic Valley customers who will want to know your answers, as well.

Sincerely,

Laura Hagen

GRASSROOTS ACTION: Indiana Food Co-op Closes Storefronts. HWFC Forewarned – Reducing Overhead Critical

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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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NEWS!: June 15, 2016: Read this excellent summary by Jessica Rae, entitled Approve the Budget on June 27th!

Don’t forget HWFC’s 40th Anniversary Bash tomorrow, Saturday, June 18, 2016 at the HWFC storefront! Here are directions to our co-op! See you tomorrow!

~~~~~

INDIANA FOOD CO-OP CLOSES STOREFRONTS
HWFC FOREWARNED: REDUCING OVERHEAD CRITICAL

NOTE: I returned home from a 2nd visit to Bloomington, Indiana. This is an updated & expanded version of the blogpost from April 27, 2016 entitled GRASSROOTS ACTION Needed by Bloomingfoods Food Co-op Owners in Indiana.

Learning from the experience of a similar US food co-op may help HWFC Member-Owners make needed overhead reduction decisions. This is not a short post and it has important implications for HWFC.

So, go grab that pot of tea, coffee or kombucha …and prepare for a story which will, hopefully, motivate passage of the carefully prepared HWFC 2016 – 2017 budget on Monday, June 27, 2016 at FUUSA, 405 Washington Avenue, Albany, NY: dessert potluck at 5:30pm, Membership Meeting from 6:00-8:30pm. (Member-Owners, see Meeting Announcement and Budget Presentation.)

Please attend one of the Board’s five remaining Budget Information Sessions at HWFC:

Tuesday, June 14 2:00-4:00
Community Room

Thursday, June 16 11:30-2:00
Community Room

Wednesday, June 22 11:00-2:00
Teaching Kitchen

Wednesday, June 22 4:30-7:00
Community Room

Thursday, June 23 2:00-3:00
Community Room

Saturday, June 25 12:00-2:00
Teaching Kitchen

 ~~~

 Caroline Beebe, board president, said … about what the co-op needed to do to stay in business. ‘…It’s better to right size the business than to remain overextended and risk closing altogether.’
Bloomingfoods’ Press Release dated April 26, 2016 [i]

 Both the Elm Heights store and the commissary kitchen employ up to 50 workers, who are represented by the United Food and Commercial Workers International Union. While a press release states that the fate of the staff is a high priority for the organization, the co-op cannot guarantee that there will be no layoffs.
WFHB April 27, 2016 [ii]

        IMG_2564

Bloomingfoods’ Elm Heights store, opened on  August 15, 2013, suddenly closed its doors in May, 2016, after being open for less than three years.

        This is a story about the devolution of Bloomingfoods Market & Deli, a Bloomington, Indiana food co-op founded in 1976, the same year as Honest Weight Food Co-op (HWFC), and with a similar number of shareholders.  It is also about HWFC, located in Albany, New York’s capital, and a group of Member-Owners fighting that same fight. Bloomingfoods’ 40th anniversary is this July 23rd, our 40th celebration is this Saturday, June 18th.

In addition to being a 37-year Member-Owner of HWFC, I have been a Member-Owner of Bloomingfoods Food Co-op (B’foods) since 2008. I lived in Bloomington for several years and my first action when arriving in Bloomington – a beautiful, friendly, mid-western university town – was to join B’foods. It had grown from the original, downtown, funky, converted, two-story home on Kirkwood – to having three storefronts and operation of a commissary kitchen.  In 2013 it added two more storefronts, Elm Heights and a small location at Ivy Tech Community College.

With Indiana’s lower cost of living, B’food’s prices were much lower than prices I paid at HWFC (ignoring our 24% weekly Member-Owner discount). I was impressed with the large selection of local Amish foods, usually the lowest priced foods. B’foods also hosted local Farmer’s Markets and was proud of its connections to local farms. I had no difficulty purchasing local, organic fruits, vegetables, pastured eggs & meat.

I didn’t have the time to really get involved. Member Labor only gained me a 10% reduction in purchases; I could just as easily take advantage of the 10%-off once-a-week Member Day and one monthly Wildcard Day. Also, a Member-Labor Program was not actively promoted nor advertised.

In 2013, I returned back home to Albany, NY, resumed Member-Work and shopping at HWFC, albeit in the brand new, shiny, chic-chic store on Watervliet Avenue.

 FAMILIES IN ALBANY, NY SUCCESSFULLY DEFEND THEIR LOCALLY-OWNED FOOD CO-OP

          On October 23, 2015, the former Board of HWFC posted a paper notice on their bulletin board and made a direct threat to the legal power of the Member-Owners by attempting to end our Member-Owner Labor Program (MLP); this despite the fact that our bylaws prohibit this action by the Board. This would have removed us from store operations and, consequently, ended our right to vote. Without these two rights, Member-Owners would lose their legal control of the co-operative corporation. [iia]

Concurrent with ending our MLP and our disenfranchisement as voters, was a strategic push by the former Board to add 12,000 new, non-working “shareholders” and a second strategic push for bylaws’ changes: to cement Board control and eliminate Member-Owner control & ownership rights. This board was paying two law firms, national co-op consultants, a Strategic PR & Lobbying firm, and an Organizational Change Agent (I kid you not) to assist them in their agenda. The Board contracted with the national firm of co-op experts, CDS Consulting Co-op (CDSCC), for their Co-operative Board Leadership Development (CBLD) program. On its website, CDSCC states, “CBLD s an award-winning innovative program designed to support your board and general manager (GM).[iii]

CDSCC has advised many food co-op Boards and GMs across the country, including Bloomingfoods, which appears to be a current CDSCC CBLD client [iiia]. Strengthening of Member-Owner power and control of a food co-op is not part of CDSCC’s CBLD advertising: quite the contrary. Here at HWFC, the Board and Management were behaving as one unit, to the utter exclusion of Member-Owners. Thankfully, CDSCC’s CBLD ‘Fresh Start’ Bylaws Template, was never brought to a vote nor ratified by our Membership; these bylaws severely undermine, and in some cases, eliminate Member-Owner control & ownership of the co-operative.

Kate Doyle, a Member-Owner from HWFC, who is also an attorney and who is now our Treasurer, explained the actions of our (now-former) Board this way:

The [former] Board [sought] to terminate worker owner participation and control by:

A.) Expanding voter rights (read “control”) to non-working members [aka non-working shareholders] so as to eliminate worker owner control and place us under the case law cited above, thus effectively ending our existing [Member-Owner Labor] program.

B.)  Placing all power and decision making in the Board and Management, thus [disemboweling] the cooperative, leaving only the corporate structure.” [See [iia]; also see [xi]]

The Strategic PR Firm even developed catchy slogans – to match the Board’s political agenda – which Board members began (noticeably) utilizing one day at a co-op meeting: “One member, one vote!” was one (to convince Owners to yield our vote – that is yield our control, power & ownership rights – to non-working “shareholders” – and thereby, to the Board/Management axis); “The law trumps the bylaws!” (to convince Owners that our bylaws somehow violated NYS labor law and needed urgent change) was another.

(Beware, they may be recycling these catchy [and expensive, our Board paid big bucks for ’em] slogans at your co-op…)

In just 38 days, Member-Owners organized & confronted the threats to our co-op. Notice of the emergency Special Membership Meeting led to an historic emergency Special Membership Meeting (SMM) on November 30, 2015, attended by ~710 people, 620 of whom were voting Member-Owners. This ultimately dis-empowered the former Board and resulted in the three-person Leadership Team (LT or top Management) dissolving several months later. 85.7% of Member-Owners voted to disapprove the Board’s decision to “…end member labor on the floor and administration by January 1, 2016…” [iiib]

It was uncovered that more than $500,000 (!!!) had been spent by the former Board on a push for bylaws’ changes and to “eliminate member labor and [on the] strategic planning to design its replacement!” [iv] $500,000 of our collective co-op savings was spent-down by that Board to pay two teams of lawyers, an expensive Strategic PR & Lobbying firm, that Organizational Change Agent, and that firm of national co-op “experts,” CDS Consulting Co-op, to help them in their stealth agenda of separating ownership of our co-operative from us, the Member-Owners!

$257,000 of that  – alone – was spent in six months (July-December, 2015), just on legal fees! This former Board was spending $42,833 a month on two law firms, to assist them in legally ending our MLP, changing our bylaws, and eliminating the control &  ownership of our co-operative corporation by its rightful owners, the Member-Owners.

They were attempting – in stealth – a bloodless coup of our co-operative corporation …what has all the earmarks of a classic corporate takeover attempt.

~~~~~

       One of the first moves our new Board members took was to place an immediate moratorium upon the use of all consultants. This halted the whisperings of all local and national consultant experts, including CDS Consulting Co-op, into the ears of any & all leadership at HWFC.

(Please see this January 7, 2016 GRASSROOTS ACTION blogpost, subheadings (FORMER) BOARD: WHAT HAPPENED TO FIDUCIARY RESPONSIBILITY TO CO-OP OWNERS?; Bylaws Secrecy, National .coop Consultants, and MLP (Crops Up Yet Again); SECRECY BECOMES THE WAY OF DOING CO-OP BUSINESS; JUST THE TIP OF THE ICEBERG IN LEGAL AND CONSULTANT FEES?; TAKE TIME TO REFLECT: WHAT – and who – IS UNDER ATTACK, SPECIFICALLY?; TAKE TIME TO REFLECT, AGAIN)

Our bylaws were not altered and current Board counsel has advised that our MLP is defendable – given our current bylaws – and supported under NYS law.

It was that small piece of paper tacked up to the Board’s bulletin board on a Friday in October – October 23, 2015 – which pulled the trigger on their secret plan to end Member-Owner control & ownership of our co-operative corporation. The following morning, Member-Owner Chris Colarusso came to a co-op meeting with her small piece of paper: a written petition for an emergency Special Membership Meeting.

It took Chris only 1 ½ hours to get the required number of Member-Owner signatures for a legally-binding petition of the Membership!

Democracy ultimately prevailed.

We Owners held that emergency meeting and, ultimately, got rid of that Board of Directors; top Management (three-person “Leadership Team”) were all gone six months later.

Had those ‘Fresh Start’ Bylaws – pushed on us by the national team of consultants from CDS Consulting Co-op – been in place at our co-op, we could have held that emergency 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. [iva]

We Member-Owners would  have been legally unable to stop the Board (and Management) in their bid to assume control of our food co-operative corporation. Member-Owners would have become “Paper-Tiger Owners:” Owners in name only.

It was a narrow escape.

We all owe a large debt of gratitude to Chris for her unerring & clear-thinking ability to gauge the temperature of the times …and act at the exact right moment demanded by the tsunami overpowering and undermining our co-op’s strong, local, family & community footing.

We Member-Owners families of HWFC should all be very, very proud that we successfully defended our co-operative from attack: in this case, initiated from the inside, and guided from the outside by national “expert” .coop consultants & a seemingly broader national agenda to thwart and eliminate local control & ownership of US food co-ops.

This story is an incredible testament to the living, breathing power of local families supporting each other and using real community, real co-operative, and real grassroots action, all of which are alive and well at this American, independently-owned food co-op, near the banks of the historic Hudson River, in Albany, NY.

We successfully defended what is ours.

 STUNNED AT CHANGES TO BLOOMINGFOODS

          In March I visited Bloomington. I was stunned at the state of Bloomingfoods. The first thing I discovered was the closure of B’foods’ flagship, funky & well-loved first storefront on Kirkwood! [v] This store “on the alley” had closed its doors in February 2015. [vi] [vii]

Next, what shocked me were the overall higher prices. In tandem, Member discounts had been so reduced as to be meaningless. [viia]

I called my husband back home and we compared the prices of the same products: foods like organic, bottled tomato paste, coconut & olive oil, Coconut Aminos. Everything was more expensive than at HWFC.

This was a complete reversal; this mid-western food co-op was charging higher prices than an upstate New York co-op!

Gone was the large selection of locally-grown or produced Amish foods. I could find no Amish cheeses at the Near West Side co-op and only one type of raw milk cheese: a goat cheese. There was a reduced selection of local, Amish cheeses at the Eastside store.

I have grown accustomed to the large and varied selection of regional & artisanal, raw milk cheeses we have at HWFC and it was very disappointing to not be able to get what I needed.

Bacon (not pastured) and organic butter were simply not affordable! More in evidence was meat from (national?) suppliers, with brand names I was unfamiliar with. I could find no local, grass-fed, grass-finished beef …in a food co-op in the midwest! I was told I had to special order it.

Fresh vegetables & fruits did not always list the country of origin, ditto on nuts, seeds and dried fruits, leaving me to have to find a staffer to ask where the food came from. Foods labeled as “organic” from China were not at all uncommon.

And sauerkraut? Again, this is the mid-west, Indiana is home to Amish, Mennonite and plenty of German & Swiss families; sauerkraut is one of the four basic food groups!  The price for live, locally-made sauerkraut was $10.89 for a pint!

I talked to Member shoppers, several staff, and community members. A staffer, when I asked what was going on with prices and a change in atmosphere at the co-op said, “I don’t know man, it’s almost like we were taken over or something.” A floor manager cheerfully said they had a new GM and they were tightening their belts. A friend who has friends who are personally invested in B’foods, stated her friends were afraid for their financial investment (loans) to the co-op.

I found blogger and media reports about disgruntled employees, Member-Owners being denied entrance to and participation in B’foods Board meetings, and a Board which was hostile and non-responsive; stories reminiscent of our co-op’s experiences in Albany, NY in the fall of 2015. [viib]

Staff felt so mistreated by Management and the Board that unionizing activities were begun in the fall of 2014. Please read this detailed accounting of the process in a two-part series at The Ryder called The Unionization of Bloomingfoods Part I, by Robert F. Arnove, Chancellor’s Professor Emeritus of Education at Indiana University, and Part II, by Robert F. Arnove with Peter LoPilato. [viic]

AN ACADEMIC  CO-OP RESEARCHER ATTEMPTS GRASSROOTS ACTION

       In a popular Bloomington blog, The Electron Pencil, we learn in the April 20, 2015 post, Hot Air  Food Facts:

Keith Taylor, a co-op governance researcher who works at Indiana University’s Ostrom Workshop in Political Theory and Policy Analysis … started a change.org petition calling on the Board of Directors of Bloomingfoods to come up with a clear and public plan to address some of the issues that are making B-foods employees, shoppers, and co-op members nervous… [viid]

Signed by 161 people, the task of the Change.org online petition? To “bring in external assistance.” In one of his messages to his supporters at Change.org, Dr. Taylor stated,”Keep it up folks! Alone we can do so little, together so much![Despite its .org domain suffix, Change.org is not a nonprofit, it is a for-profit business, see: viie] [viif]

In an April 14, 2015 WFHB podcast interview with Joe Crawford, Dr. Taylor, introduced as an academic “researcher who studies this topic,” explicitly recommended that Bloomingfoods call in National Co-op Grocers (NCG):

[Joe Crawford]: …What that petition calls for is an audit of the co-op to give the membership quote ‘in depth objective analyses of operational, governance and financial issues within the co-operative…’

[Dr. Taylor]: …The audit that I’m calling for, it’s different than a standard audit because this is in co-op world, as we shall say. Bloomingfoods is part of the National Cooperative Grocers Association. It’s the association of food co-operatives. They have teams that can come in and do a top to bottom peer review or peer audit, however you want to say it, of the organization, to assess its fiscal health, its governance health and its operational health…

…I am somewhat known among the food coop community [at Bloomingfoods] and the staff, management and administrative folks all have a high level of trust in me. Over the last six months they have confided in me. They have asked me to work behind the scenes to avoid these things from becoming public and from these ruptures from happening. The problem is that things have gotten so bad that it’s forced my hand, I’ve now had to come public with this knowledge that I have accumulated over these last few months. It’s something I did not want to do… [viig]

His recommendation and the online petition had been communicated to the B’foods’ Board, verified in his April 15th message at Change.org:

The Board of Bloomingfoods meets tonight. I was assured that the petition is indeed on the table! Let’s hope the board does indeed call for assistance from National Co-op Grocers! [viih]

The Bloomingfoods’ Board met …and complied. Two days later, on April 17th, a  B’foods Board announcement stated:

…we have asked for the assistance of one of the leading cooperative professional organizations, the National Cooperative Grocers. NCG has scheduled a site visit at the end of April. Many cooperatives across the country have benefited from such site visits, and we are looking forward to both the process and the positive results. [vii i] [viij]

In this same announcement, the Board announced the resignation of its President, Tim Clougher.

On June 8, 2015, B’foods GM for more than 20 years, George Huntington, resigned. [viik]

NCG ASSUMES TEMPORARY CONTROL

        The situation at this forty-year old, formerly thriving and vibrant, locally-owned food co-op, beloved by Bloomington families – and a lot like HWFC – had gotten so dire that, in June, 2015, Bloomingfoods’operations were (temporarily) taken over by National Coop Grocers (NCG): Paula Gilbertson, NCG’s Development Advisor, as acting GM, assisted by NCG’s Chief Operating Officer, C. E. Pugh. [viii]

Member-Owners of Bloomingfoods had lost control of their locally-owned, locally-operated food co-op.

Last summer, many employees were laid off, including significant numbers of managers. The media indicated more layoffs were anticipated; that, in fact, did happen. [viiia] B’foods 2015 Annual Report called for “reducing the workforce by 25%.” [ix]

Although a contract with the brand new employees’ union, the United Food and Commercial Workers International Union (UFCW) Local 700, was ratified during the summer of 2015 – finalized while NCG’s Paula Gilbertson was acting GM – and went into effect July 29th, it did not prevent layoffs from occurring. [ixa] [ixb] In fact, there is great disappointment in that the union promised more than it delivered. I was told the union rep (who is not located in Bloomington) is often unavailable; communication is difficult. So, what promised to be a boon and support to (non-managerial) staff had not materialized, as anticipated.

Discussions included acknowledgement of the fact that B’foods had over-extended itself by opening not one, but two new outlets in 2013: the brand new Elm Heights store and a small venue at Ivy Tech Community College.

In August, 2015, store items were listed for sale at an online surplus auction site, presumably from the Kirkwood store, which had closed in February. [x]

It was also during this summer, that B’foods’ Member-Owner Labor Program (MLP) – called the owner volunteer program – was discontinued; Member-Owners were down-graded to “volunteer” status and were eliminated from working in the stores.

Downsizing & restructuring of this co-op, by NCG, was implemented as B’foods began its search for a new GM. Tony Alongi, former Director of Finance for the Hanover Consumer Cooperative Society, Hanover, NH, began working for B’foods as its new GM on March 1, 2016. [xa]

Staff layoffs continued.

 WHAT HAPPENED TO B’FOODS MEMBER-OWNER LABOR PROGRAM?

        On April 10 – curious about B’foods Member-Owner Labor Program ending – I emailed Bloomingfoods and asked what had happened. This is, in part, the reply I received from Jean Kautt, Marketing and Member Services Manager, Bloomington Cooperative Services Inc.:

 We discontinued our owner volunteer program last summer for several reasons (this was publicly announced at our annual meeting in October [2015])…

 …Nationally, most co-ops have had to discontinue their volunteer programs due to changes in labor laws, tax laws, and insurance liabilities. It has gotten very complicated in the past 40 years! After conferring with our legal advisor and our labor union representative, it was apparent that we were no longer able to offer the volunteer opportunities we had in the past. We are still exploring other ways for our owners to be active at the co-op, and with a national network of almost 200 co-ops to share information with, there are some good ideas out there…

First, it is inaccurate to state that “…most co-ops have had to discontinue their volunteer programs…” Many US food co-ops continue to support a co-operative corporation structure whose backbone consists of co-op Owners working in the co-operative and in the storefront; HWFC is one such food co-op, and many of us here in Albany look down-river to Brooklyn’s Park Slope Food Co-op as a superlative example of a Member-Owned, Member-Operated food co-op.

Park Slope is very sound & stable: truly & unambiguously owned and operated by the Owners of the co-operative corporation. It is so fiscally successful, in fact, that it pulls in more money, per-square-foot, than Whole Foods: $6,500 per-square-foot average in 2010 for Park Slope vs. $838 for Whole Foods! [xb]

Second, I’ve been a Member-Owner of a vibrant food co-op for almost 40 years (in NYS, where things are always more complicated) (and despite NYS “complications” BTW, Park Slope Food Co-op which is here in  NYS, founded 43 years ago, is doing just fine and HWFC, upriver, founded 40 years ago, is also doing just fine, albeit busy cleaning house, at the moment); things have not become any more “complicated” over the last 40 years, such that fundamental, legal changes to the corporate structure of a food co-op and eliminating Member-Owned, Member-Operated food co-ops from the American landscape are the only answers to perceivedcomplications.

Third, I was instantly sensitive to the use of the terms “volunteer-owner,” “volunteer program” and “volunteer opportunities.” The word “owner” was on its way to disappearing: being replaced by “volunteer.”

The Owners of a co-operative corporation are distinct & legally very different from volunteers in a co-operative corporation.

A nationally-recognized expert on co-operative and nonprofit law from Vermont, Laddie Lushin, Esq., in his 2009 article, Co-op Member Labor Programs Under the Fair Labor Standards Act: A Matter of Economic Reality, recommends, as a first priority, to not utilize the word volunteer, when strengthening your food co-op’s Member-Owner Labor Program! He states:

Never refer to the program or its participants as volunteers. Member-workers are compensated, and the program cannot meet the required eleemosynary [charitable] purpose. Using volunteer terminology thus prejudices the co-op’s legal posture by suggesting a basis for exemption [from the FLSA] that is clearly bogus. [xi]

Yet, here, we find Bloomingfoods’ descriptors intentionally waving this red flag! According to Mr. Lushin, use of this terminology – “volunteer” – could, and very probably will land an FLSA issue at a co-op’s doorstep…

…unless those “volunteers” – now a co-operative liability – are removed from volunteering / working on the floor or in the co-op itself.

The information in Ms. Kautt’s email conflicts with the minutes from B’foods October 18, 2015 Annual Meeting. In those minutes we find no mention of the ending of the “owner volunteer program,” rather, the statement by “NCG Consultant Paula Gilbertson and the Bloomingfoods’ Consumer Services Department:”

Bloomingfoods Ambassadors Volunteer Program. We are extremely limited on in-store volunteer opportunities due to labor law and other factors, so we are introducing the Bloomingfoods Ambassadors Program to allow our owner-members to volunteer with organizations in – line with our ENDS statement for a discount/incentive at Bloomingfoods. [xii]

At this point, the word “Ownerhas disappeared from Bloomingfoods’ Program PR. Just what are the “labor law and other factors” limiting the “in-store volunteer opportunities” of the Owner-Members of this food co-op in the brand new Ambassadors Volunteer Program, as stated in these Bloomingfoods’ Annual Meeting minutes?

In Ms. Kautt’s April 2016 response…

After conferring with our legal advisor and our labor union representative, it was apparent that we were no longer able to offer the volunteer opportunities we had in the past.

…just why did “conferring with our … labor union representative…” result in Bloomingfoods “… no longer [being] able to offer the volunteer opportunities we had in the past…?”

What does the one have to do with the other?

Bloomingfoods’ “owner volunteer program” was replaced with the “Ambassadors Volunteer Program.” This new program has not only eliminated the word Owner, it also eliminated the Owners themselves from participation in day-to-day, on-the-floor co-op operations. These two actions together gravely threaten the legal control and ownership of the co-operative corporation, held by B’foods’ Member-Owners. [see iia and xi]

Why did the Board wait until October, at the Annual Meeting, to announce a change which had, apparently, occurred “last summer …notably, during the same time period the new union contract was in final negotiations and when B’foods’ operations had been temporarily taken over by  two national NCG representatives?

It is very troubling – according to Ms. Kautt’s April 2016 email – that B’foods’ brand new labor union does appear to have agreed that B’foods could “…no longer … offer the volunteer opportunities we had in the past… .” Did the UFCW Local 700 at B’foods, in fact, agree with Management & the Board in ending the “volunteer opportunities” (Member-Owner Opportunities) in B’foods stores, thus benefiting its own union membership and undermining the control and ownership of the co-operative corporation by the local Member-Owners?

Is this email from Ms. Kautt accurate?

NATIONAL AP STORY STRIKES “PR GOLD” …IF YOU WANT TO SPREAD LABOR LAW FEARS & END LOCAL CONTROL & OWNERSHIP OF US FOOD CO-OPS

        Owned and controlled by the people they serve, co-ops have a long & respected history in  the US. [xiia] Ownership and the right to control the co-operative corporation; contributing family resources by owning a share, working in and shopping at the co-operative; Member-Owner Labor rights; voting rights; “worker-owner participation and control,” are all fundamentals of a co-operative corporation. [see iia] Yet at these two US food co-ops – one in NYS and one in Indiana – we find the same vague, undefined, frightening & threatening language being wielded – “changes in labor laws, tax laws, and insurance liabilities” and “labor law and other factors” – as a tool to peel away the control & ownership of a co-operative from the Member-Owners.

At HWFC, yet another of the plans the former Board implemented was a secret operation to attempt to get the NYS Department of Labor (NYS DOL) to issue a written opinion that Member-Labor at NYS food co-ops was, somehow, in violation of (unnamed) labor laws or illegal; this was to be used to frighten Member-Owners into willingly ending our MLP. A secret, hand-couriered letter to the NYS DOL acting Commissioner (to learn its contents, we had to FOIL it); secret two and three-hour Board Executive Sessions with upper Management, lawyers, and an expensive Strategic PR consultant – from which Member-Owners were excluded; and an actual meeting with a NYS DOL Deputy Commissioner and staff on December 2, 2015, which was kept secret from Member-Owners and newly-elected Board members, and which took place two days after our historic emergency SMM, demonstrate just how crucial implementation of this agenda was to this Board. [xiib]

(A reminder of one of the former Board’s expensive PR slogans, repeatedly thrown our way – “The law trumps the bylaws!” – is an apropos injection at this point.)

One of the last acts of acting-President Deb Dennis (and that Strategic PR firm which she had hired) – before she quit the Board on January 5, 2016 – was to participate in an interview for an AP article, Will Work for Food? Co-op Programs End Amid Labor Law Fears, by Michael Hill, which hit national newsstands on Sunday, January 3, 2016. (Also see here and here.) She disclosed the fact of the early December interview to Membership, after the fact and only because a sharp Member-Owner had witnessed the subsequent photo shoot at our co-op on December 15th …and called Ms. Dennis out at a heavily-attended Board meeting that evening.

At this same Board meeting Dennis disclosed – when pressed – that the Strategic PR & Lobbying firm working for her Board – under (then) current contract for $20,000 – had put her in touch with AP reporter, Michael Hill.

And, it was at this same Board meeting that Nate Horwitz – who had also been interviewed by Hill (via telephone) – expressed public shock at Dennis’s disclosures; she had also neglected to tell him about this upcoming AP story: that it had been brokered by her PR Firm and that she had already been interviewed & photographed. She blind-sided him, this well-liked, longtime, former HWFC employee  – who was easily elected to the Board by a majority of voters at our emergency SMM – and who assumed her seat as HWFC’s Board President at this very Board meeting.

On Sunday, January 3, 2016, Ms. Dennis’s photograph was front & center in newspapers all over the United States.

This article received premiere national coverage through the AP; in fact, US news outlets are still purchasing & printing it. It transmitted a “labor law fear-mongering” message, specifically targeting US food co-ops. Its opening sentence clearly spins the PR agenda:

ALBANY, N.Y. (AP) – Food cooperative programs that allow members to scoop rice, sort organic vegetables and ring up sales in return for grocery discounts are fading fast amid a changing marketplace and fears of violating labor laws.

Bloomingfoods appeared in the article:

Bloomingfoods of Bloomington, Indiana, ended its limited program recently after implementing its first union contract for employees.

Interesting that Bloomingfoods got a mention in a national AP article about US food co-op Member-Owner Labor Programs “fading fast.” And, here is evidence, once again, that unionizing at B’foods had something to do with ending the Member-Owner Labor Program – the “in-store volunteer opportunities” – of the Owners of this Indiana food co-operative.

This article – readily pulled up on internet searches – is “PR Gold” for those national .coop corporations & consultants which are spreading labor law fear and using it as a tool to end Member-Owner Labor Programs at US food co-ops.

Three days later, in a January 6, 2016 article, Four Resign From Honest Weight Food Co-op Board, Tim O’Brien, a reporter at the Times Union (TU), our local paper, who has been closely following HWFC’s story since October, 2015, wrote:

A state Labor Department spokesman told the Times Union in November no co-op in New York had ever been cited for minimum wage violations, and the question of whether members should be paid would depend on how ownership is structured. [emphasis added]

The Laddie Lushin, Esq. article, Co-op Member Labor Programs Under the Fair Labor Standards Act: A Matter of Economic Reality, cited above, would support this NYS DOL statement:

…there is a considerable body of legal authority in four different aspects of the FLSA–predominantly of the highest courts and of remarkably consistent content–that supports the nonapplicability of the FLSA to a properly structured and limited member labor program.
[emphasis added] [Please see p. 11, here: [xi]]

It remains a puzzle how Michael Hill, a sharp AP reporter – local to the Capital Region – missed a relevant quote like this from the NYS DOL; the TU’s Tim O’Brien sure didn’t! (My admiration for local, dig-into-it reporters invested in their local community (see the grassroots advocate’s wish for same here) just went up a notch!)

Additionally, how could he (Hill) pen an article in which he interviewed the acting-President of the Board of HWFC …and fail to highlight the historic HWFC emergency Special Membership Meeting, held on Monday night, November 30, 2015, attended by 720+ people, which had taken place just two-three days prior to his interview: a meeting whose very reason for being was Member Labor at a US food co-op?

Could it be because at this same historic Membership Meeting acting-President Deb Dennis had received a 67.9% vote of non-confidence and censure: just shy of the 75% needed to remove a Board member?

Did Dennis neglect to tell him the vote tally? Or, with those kind of election results, did he realize it would ruin her credibility as a reliable source representing HWFC?

Hill did not fail to highlight a (much smaller, secret) meeting between “Honest Weight representatives … [and] … state labor officials…” He is referring to the meeting which took place on Wednesday, December 2, 2015, – planned for by Dennis before our emergency SMM and held two days after – between a NYS DOL Deputy Commissioner and his staff & HWFC attorneys / Board representatives …a meeting which Deb Dennis kept secret from Member-Owners and our three newly-elected Board members!

It seems that news of the largest Membership Meeting ever in our co-op’s 40-year history just wasn’t news-worthy enough.

Additionally, 85.7% of HWFC Member-Owners voted to disapprove the Board’s decision to “…end member labor…”; news which would have fit in nicely as a counterpoint to his article, focused as it was, on US food co-op Member-Owner Labor Programs “fading fast.

This news was quite literally “hot off the press” yet it never made it into this AP article.

A quote in his article, “‘…the potential risks of [HWFC] being found out of legal compliance [by the NYS Department of Labor] were high…'” comes verbatim from the December 3, 2015 Inside Scoop (a Board publication, controlled by Dennis at that moment in time): in the form of a Memorandum from HWFC’s Governance Review Council co-chair, Ursula Abrams, entitled HWFC Meeting With The New York State Department of Labor.

It has subsequently been uncovered, by our new Board through a review of corporate records – that this Inside Scoop Memorandum was written by that same PR firm hired by Deb Dennis’s Board. (Please see the section labeled SECRECY in my December 19, 2015 post, GRASSROOTS ACTION and Bylaws (Again) ARE POWERFUL!)

So, that Strategic PR & Lobbying firm got its professional, paid-for spin published in this national AP “news” article by reporter Michael Hill; spinning a web of labor law fears for all US food co-ops to read.

You can argue, successfully, that this reporter had no way of knowing that a document, a Memorandum, provided to him by the person he was interviewing, Deb Dennis, had, in fact, been written by a Strategic PR firm.

However, I have seen no evidence whatsoever – in all the coverage we have gotten from the Times Union – that the TU’s reporter, Tim O’Brien, has ever quoted the spin of a Strategic PR firm and presented it as fact …or news. None. O’Brien would check additional sources – which he in fact did do, when confronted with the labor law fear-mongering tactics of acting-President Deb Dennis.

In his November 30, 2015 TU article published the day of our emergency SMM, Co-op coup: Turmoil at Honest Weight Food Co-Op leads to attempt to oust board (referred to, above, in O’Brien’s January 6, 2016 article), O’Brien checked with the NYS DOL:

Christopher White, a spokesman for the Labor Department, said … Whether owner workers are required to be paid depends on how a co-op is organized, he said in an emailed response to questions … Asked if any co-op in the state had ever been cited, White said, “we ran through our system the names of all the co-ops we could find and found the department had not issued a violation against any of those coops for violating minimum wage laws.”

 In a second TU article, also published on November 30, 2015, Chris Churchill: At Honest Weight, ruffled feathers amid the kale and tofu, reporter Chris Churchill wrote:

The recall, said Carolyn Presser, a leader in the effort, is about taking back a co-op that has strayed from its ideals. The threat of a Labor Department crackdown, she added, is a red herring designed to provoke fear — an opinion that has been buttressed by [John E.] Sweeney, the former Republican congressman and head of the state Labor Department. He told supporters of the recall that it’s unlikely the Labor Department would target the store.

(Carolynn Presser, BTW, won her bid for election to our Board at the emergency SMM, and is currently serving as our President.)

Where are the basics of good journalism relating to this AP article: that a reporter check facts and interview a variety of different sources (please see below for more on this), so a reader is provided with a more balanced view of an issue?

Mr. Hill owes us a rebuttal article.

After this experience, give us grassroots advocates on the ground a local reporter like Tim O’Brien at the TU, following this HWFC story like a dog with a scent (and his colleague Chris Churchill, as well), over an AP reporter seeking national acclaim & recognition. My regard for local, hometown reporters just went up yet another notch: they do their homework …and do their job!

~~~~~

       Given that Hill referred to “…a shake-up of the board that cost the president his position…” and “…the co-op board with Horwitz and two other new members…” there remains no doubt that he knew about our November 30th emergency SMM: it was at this very meeting that three new Board members – including Nate Horwitz – were elected and this former Board President (Bill Frye, the one just before Dennis) was voted off the Board (recalled) for disparaging remarks he made about Member-Owner workers, captured by Times Union reporter, Tim O’Brien, not once but twice.

It would have been very hard for a local reporter (AP or otherwise) to not know about the goings-on at HWFC; the TU’s Tim O’Brien (…up another notch! And he, a reporter covering a food co-op who self-professes he “…wouldn’t know a candlenut from a kumquat…“) wrote no fewer than four major articles about our emergency SMM and its election results, in the days surrounding the co-op’s meeting. (Please read his four articles: November 25th Co-op coup: Turmoil at Honest Weight Food Co-Op leads to attempt to oust board; November 26th Vote Monday seeks to remove Honest Weight board; November 30th Honest Weight Food Co-op members oust just one board member; and December 2nd More changes possible as Honest Weight Food Co-op members shake up board.)

Obviously, the newspaper which reports out from New York’s busy state capital, the Times Union, felt this issue – this big to-do over an emergency meeting about Member-Owner Labor at a local food co-op – was important enough to cover and gave it a high priority in its pages.

One is, therefore, left to wonder why this AP reporter chose not to report on the biggest, local food co-op news story in Albany’s history: a historic meeting centered on a fight to retain a Member Owner Labor Program at a US food co-op! He could have been onsite, reporting (Tim O’Brien from the TU was.) It can be argued (and I’m arguing it) that the national relevance of our story – saving Member Labor at & Member Ownership of US food co-ops –  is more  important than his “Food cooperative programs … are fading fast…” perspective.

To wit, Hill gave three examples of US co-ops ending Member Labor Programs: (City Market in VT) “finished phasing out of its traditional member work program,” (East End in PA) “ended its volunteer program,” and (Bloomingfoods in IN) “ended its limited program recently.” Dire warnings about the life expectancy of these food co-op programs abound. Statements like: “they have become rare,” “the list gets shorter each year,” they’re “fading fast,”and (the title) “…Co-op Programs End…” subliminally inform the reader that these endangered programs are a dying breed…

…they may be extinct already, like the Dodo bird, by the time your nose gets itself out of the newspaper!

This AP news article did inestimable damage to independently-owned US food co-ops: sowing labor law fears & disinformation and promoting the weakening & dissolution of local, Member-Owned & operated, community & family run food co-ops.

PR gold …for some.

~~~

       What remains noteworthy is this: this Board was interested in not only (secretly) forcing unwanted, legal co-operative corporation changes upon its own food co-op in Albany, it was also attempting to force policy changes at the state level – through the NYS DOL – which would affect all NYS food co-ops. Furthermore, its acting-President went one step further and made damned sure this “labor law, fear-mongering PR message” got out to a wide, national audience …before she abandoned the co-op ship, two days later, and quit on January 5, 2016.

Google the title of this AP article or just google the terms labor law and food co-ops. PR jackpot …for those wishing to spread fear and use it as a tool to undermine & eliminate local control & ownership of US food co-ops.

WHO AT THE BARGAINING TABLE WAS REPRESENTING MEMBER-OWNERS’ LEGAL RIGHTS?

          Let’s return to that sentence about Bloomingfoods, in the January 3, 2016 AP article, Will Work for Food? Co-op Programs End Amid Labor Law Fears:

Bloomingfoods of Bloomington, Indiana, ended its limited program recently after implementing its first union contract for employees.

The sentence implies that the beginning of a new union at Bloomingfoods has something to do with the ending of its Member-Owner Labor Program: or, what Bloomingfoods called its owner volunteer program, now re-named its Ambassadors Volunteer Program.

Did unionizing at B’foods cost the Member-Owners their “legal place at the table” as Member-Owner workers in their own co-operative? Were their legal rights as Owners of this co-operative corporation bargained away? Without their knowledge and say-so? [Again, please read the two docs in [iia]: 1. Critical Legal Information by Kate Doyle and 2. A Letter to Shareholders by Kate Doyle and Laddies Lushin’s article, Co-op Member Labor Programs Under the Fair Labor Standards Act: A Matter of Economic Reality, [xi] ]

As I said above:

Did the UFCW Local 700 at B’foods, in fact, agree with Management & the Board with the ending of Member-Owner Labor in B’foods stores, thus benefiting its own employee membership and undermining the control and Ownership of the co-operative corporation by the local Member-Owners?

Did the new union at B’foods strike a contractual deal with B’foods’ Board & Management to eliminate Member-Owners from work on the floor? …to eliminate Member-Owners’ (who had been handily re-named “volunteers”) rights to work in their co-op and maintain operational control as Owners?

Did B’foods Board & Management formally agree to a UFCW Local 700 union contract which restricts who can (and can’t) do work on the floor at the co-op?

Have B’foods’ Member-Owners been restricted – contractually – from exercising their rights as owners of their own co-operative? If so, why haven’t they been told so by the Board & Management? Why weren’t they involved in that decision-making process?

The national AP article and that email from Ms. Kautt, raise these additional questions:

  • Did the negotiations and finalized contract between B’foods and the UFCW Local 700 – ratified during the summer of 2015 while NCG’s Paula Gilbertson and C. E. Pugh had temporarily assumed control – specifically call for the ending of the right of Member-Owners (re-named “volunteers“) to work/volunteer in their own co-operative storefronts?
  • Does “volunteer” terminology (as opposed to use of the word “owner”) have a legal implication when negotiating a union contract, such that volunteers would be disallowed from work on the floor if there is a union contract in place? (This change in terminology from “Owner” to “Volunteer” also occurred during summer, 2015)?
  • Did Bloomingfoods’ Board & Management agree – contractually – with unionized employees, to disallow volunteers (Member-Owners) from working, side-by-side with union employees, on the floor in Bloomingfoods’ storefronts?
  • Are those union employees still considered Owners of the co-operative? Isn’t that a conflict-of-interest? How can a union employee also be an Owner of a business?
  • Was the Ambassadors Volunteer Program created to get rid of the term “Owner?”
  • Was the Ambassadors Volunteer Program ostensibly created as a means to placate those few Member-Owners who still understood their rights as Owners of a co-operative, while, in  fact, serving to remove Member-Owner’s legal rights in the co-operative by removing them from day-to-day, on-site, operational control of the co-operative?
  • Has that Ambassadors Volunteer Program, in fact, one year later, ever been implemented?
  • Do B’foods unionized employees realize that, in garnering their rights to unionize, they may have eliminated Ownership rights of Owners of the food co-op?
  • Were the Owners of the co-op ever formally informed as to the union / Bloomingfoods contract deal …or did Management, the union, the union employees, and the Board of Directors all keep Member-Owners in the dark as to the final deal?

Did B’foods’ Management, the union, the union employees,  and the Bloomingfoods Board of Directors all collectively strike a deal …and collectively bargain away Owners’ legal rights, without involving them in the decision?

Who – at this bargaining table – was representing the legal interests of the Owners of this co-operative corporation?

~~~

The reasons provided by B’foods Management for the ending and/or re-working of their “owner volunteer program” need to now be re-visited. Were those reasons meant to deliberately obscure from the Member-Owners of B’foods what does appear to be a deal struck with a labor union …at the expense of co-operative corporation Owners’ legal rights?

Jean Kautt: “We discontinued our owner volunteer program last summer for several reasons … Nationally, most co-ops have had to discontinue their volunteer programs due to changes in labor laws, tax laws, and insurance liabilities. It has gotten very complicated in the past 40 years! After conferring with our legal advisor and our labor union representative, it was apparent that we were no longer able to offer the volunteer opportunities we had in the past.” [emphases added]

NCG Consultant Paula Gilbertson and the Bloomingfoods’ Consumer Services Department: “Bloomingfoods Ambassadors Volunteer Program. We are extremely limited on in-store volunteer opportunities due to labor law and other factors, so we are introducing the Bloomingfoods Ambassadors Program to allow our owner-members to volunteer with organizations…” [emphases added]

Could the term “labor law” here, be a veiled reference to the labor laws attached to collective bargaining?

DID EVERYBODY – THE UNION EMPLOYEES, BOARD & MANAGEMENT – COLLECTIVELY THROW B’FOODS MEMBER-OWNERS’ LEGAL RIGHTS UNDER THE BUS?

Above, I posed a question raised by Ms. Kautt’s email reply to me:

 Just why did “conferring with our … labor union representative…” result in Bloomingfoods “… no longer [being] able to offer the volunteer opportunities we had in the past…”?

I have found at least a partial answer to that question.

First, I need to define two terms: “bargaining unit” and “bargaining unit work.” According to USlegal.com:

A bargaining unit is a group of employees … who are represented by a labor union in their dealings with agency management.

For purposes of this discussion, bargaining unit work is the work which the union (UFCW Local 700) and the bargaining unit, and the employer (Bloomingfoods Board & Management) agree will be performed by bargaining unit employees. Non-bargaining unit personnel (Management and salaried staff) will not (usually) perform work which both agree is bargaining unit work.

In a May, 2016 document entitled Bloomingfoods Special Member Meeting: Consolidation Announcement Q&A, the following question was asked and answered, under General Questions:

Q: What about the volunteer opportunities for those who wish to help the co-op?

A: The best thing you can do for the co-op is shop at the co-op. We are unable to offer many of the volunteer opportunities we had in the past because work that qualifies as bargaining unit work cannot be performed by volunteers… [emphasis added]

So, what ever happened to that Ambassadors Volunteer Program, announced last October in the Annual Meeting minutes and – presumably – at the Annual Meeting?

The answer continues:

…Owner-­members can engage with our Board of Directors and the administration by participating in the Owner Linkage Committee, and other committees created by the Board. Additionally, we are currently working with our board to create a new volunteer opportunity for our owner- members, and hope to be able to announce it soon!

The explicit use of labor terminology in this B’foods’ response – bargaining unit work – clarifies that Bloomingfoods’ Board and Management must have agreed with the UFCW Local 700 that volunteers (formerly known as Owners) cannot perform the work of unionized employees (the bargaining unit) in Bloomingfoods’ storefronts.

There must also be an agreement as to what constitutes bargaining unit work and who can and cannot do bargaining unit work.

It now appears likely that B’foods Board & Management insured the death of this Member-Owner legal right by agreeing contractually with unionized employees that it would violate the rights of those union employees if the Member-Owners of the food co-op performed work on the floor – side-by-side with union employees – in Bloomingfoods’ storefronts.

Step-by-step, this food co-op Board & Management appear to have methodically paved the way for elimination of Member-Owners’ substantive, legal rights in the co-operative corporation:

  • First, this food co-op altered the name of its “owner volunteer program” to eliminate the term “Owner.” The new, re-named program is called the “Ambassadors Volunteer Program. (initiated while NCG was temporarily in charge)
  • Second, they moved / shifted the (former Member-Owners, down-graded to) volunteers in the Ambassadors Volunteer Program, off-premises “…to allow our owner-members to volunteer with organizations…” (initiated while NCG was temporarily in charge)
  • Third, this move to get volunteers (off-premises) would salve the Member-Owners who still remember what democratically-run food co-ops are all about: working, side-by-side, co-operatively together – on a regular basis – with your friends, neighbors, family & colleagues, for a worthy, community cause.
  • Fourth, B’foods appears to have utilized the opportunity of negotiating with a labor union to contractually solidify the position that volunteers cannot perform bargaining unit work, that is, the work of paid, unionized employees. (initiated while NCG was temporarily in charge)
  • Fifth, this food co-op no longer has Member-Owners on the floor, working side-by-side with paid employees who, presumably, are also Member-Owners.
  • Sixth, Member-Owners have (methodically & silently) had their Ownership rights threatened or removed.
  • Seventh, throughout all this manipulation of Member-Owner rights …what happened to the Member-Owner discount? How small has it actually become?
  • Eighth, this co-op’s structure now appears a lot more like a (hip, expensive) natural foods’ store with a bunch of employees …than a food co-op.

The end result? The Owners of this co-operative corporation may have lost the right to maintain operational control of their co-op: a basic, legal right of an Owner of a co-operative.

Empowering employees to unionize (finalized while NCG was temporarily in charge) can be viewed as – well – empowering employees. It can also be viewed as a means to ply a wedge and leverage conflict between employee and Member-Owner rights, with the endgame  of eliminating Member-Owner ownership & control of the co-operative corporation.

In this scenerio, Member-Owners’ power has been peeled away from the co-operative, and handily swept out of the picture.

~~~~~

       We do not know the specifics of the contract between B’foods and the UFCW Local 700. That document needs to be made public. These questions need to all be answered.

However, this new information from this May 2016 B’foods “Consolidation Announcement” is enough to tell us that Bloomingfoods’ Owners appear to have lost significant legal standing …and might even no longer be considered Owners of their own co-operative corporation.

Short of formal, written answers by the B’foods’ Board of Directors to co-op Owners – to whom the Board did and does hold a fiduciary responsibility  – and short of viewing the actual union contract, we are left without enough information.

The local families, homeowners, residents, investors & community members all invested in Bloomingfoods – and its legal, shareholding Member-Owners – need to immediately be informed as to the status of their legal position in this co-operative corporation …and whether or not B’foods Board & Management allowed a union to be utilized as yet another means to remove the legal control & ownership of the co-operative corporation held by its Member-Owners.

Just where is the “co-operative” in this co-operative corporation?

This Board – and Management – have a lot of questions to answer.

UPDATE: OCTOBER 3, 2016

Bylaws’ changes may be all that is needed to solidify corporate changes – and they are slated to be voted on at the B’foods Annual Meeting which is:

Wednesday, October 19, 2016,  6:00 – 9:00pm, at the Wonderlab, 308 W. 4th Street, Bloomington, Indiana

and also

Fully revised and modernized bylaws” will be voted on beginning March 20, 2017.

Please see this new October 3, 2016 blogpost, GRASSROOTS ACTION: INVITATION (RSVP) REQUIRED for some to Cast Vote at Bloomingfoods’ 40th Annual Meeting.

END NEW UPDATE

BACK TO THAT AP ARTICLE

       That AP article, Will Work for Food? Co-op Programs End Amid Labor Law Fears, by Michael Hill, as already stated, is PR Gold for those national .coop corporations & consultants which are busy spreading labor law fears, undermining Member-Owner Labor Programs, and eliminating local control & ownership of US food co-ops by the food co-op Owners.

Why were Bloomingfoods and Honest Weight Food Co-op two of a small handful of US food co-ops featured in this national news article? Well, both co-ops were or are clients of CDS Consulting Co-op, for starters.

Who was the source for this AP reporter which provided the names of US food co-ops, virtually all of which had ended or were attempting to end their Member-Owner Labor Programs: the means by which food co-op Owners exercise their legal right to be a substantive part of day-to-day store operations …to work in their food co-op storefronts and, thereby, maintain their operational control, voting rights, and Ownership of the co-operative corporation?

We don’t know.

However, for the record, 100% of the US food co-ops cited in this article were or are CDS Consulting Co-op clients: City Market in Burlington, Vermont, (a featured client), East End Food Co-op in Pittsburgh, Bloomingfoods of Bloomington, Indiana (a featured client) and Honest Weight Food Co-op. [xiid]

The one stated exception in the article – to co-ops ending their MLPs, that is – is Park Slope Food Co-op, in Brooklyn. However, as the article stated, Park Slope “…requires most of its members to work  … and the store is not open to non-members.” The corporate structure of this particular food co-op is (as I noted, above) very sound & stable: truly & unambiguously owned and operated by the Owners of the co-operative corporation.

Park Slope is also, however, a new CDS Consulting Co-op client. [see xiid]

One additional organization was cited in this AP article, called the Food Coop Initiative; this 501(c)(3) is not a client of CDS Consulting Coop but rather an affiliate.

(The Food Coop Initiative is a CDSCC affiliate along with National Co+op Grocers (NCG), CoopMetrics and Cooperative Grocer Magazine. It is unclear if the International Cooperative Alliance is also a CDSCC affiliate; their logo/click-on is placed next to the list of CDSCC “Affiliates,”  on their website, without actually showing up on that list. [xiie] Additional information on CDSCC’s website shows that the Cooperative Grocer Magazine is offered as part of a Membership Package to the Cooperative Grocer Network (CGN). CGN is a “501(c)6 trade association.” CGN’s sponsors are CDS Consulting Coop, National Co+op Grocers (NCG) and National Cooperative Bank.) [xiif]

Honest Weight Food Co-op was also an active CDS Consulting Co-op client at the time this AP article was written; former acting President Deb Dennis had a documented history of attempting to secretly end our co-op’s MLP. By her own admission at a Board meeting, it was her Board’s Strategic PR firm which arranged this AP interview; her photo managed a “prime time,” front & center position in this national AP article.

Former HWFC Boards had begun contracting with CDSCC in, as far as we can tell, 2009. A one-year contract was executed in December, 2014 with CDSCC for its CBLD program. Dennis hastily executed a brand new contract with CDSCC in December, 2015 …shortly after she had received a 67.9% vote of non-confidence and censure at our emergency SMM, just shy of the 75% required for recall!

This AP interview with Dennis also occurred several days after our historic Special Membership Meeting on November 30, 2015. Clearly, the will of the people meant nothing to this former HWFC acting-President.

According to information gleaned from his own article, it does appear likely that AP reporter Hill used one national source (and/or one of its affiliates), for information about names of specific US food co-ops ending their Member-Owner Labor Programs: that is, CDS Consulting Co-op.

It has the good name of the Honest Weight Food Co-op, Inc. attached to it for posterity … a time bomb with the potential to harm other US locally-owned, community food co-ops; something we HWFC Member-Owners could not prevent: seeing as conversations between former acting-President Deb Dennis & the Strategic PR & Lobbying firm she had hired, and the subsequent media interview & photo shoot, were strategically kept secret from us.

And I’m more than a little put out that a powerful, expensive Strategic Public Relations & Lobbying Firm – a partner to one of the top-10 lobbying firms in NYS (remember, Wall Street is just downriver a ways from our food co-op) – hired by the former acting-President of the Board of HWFC, Deb Dennis…

…has a place …in this story about a national AP article …and its story about community food co-op Member-Owner Labor Programs “fading fast.” [xiic]

…an AP article which includes an affiliate of – and (only) the names of US food co-op’s which were or are clients of – CDS Consulting Co-op.

~~~~~

The AP article states:

It’s not clear how many food co-ops still maintain their [Member-Owner Labor] programs, though the list gets shorter each year.

That list will continue to get shorter each year if the legal Owners of US local, independently-owned, community food co-ops don’t protect their legal rights, organize, and do the grassroots advocacy required to understand, guard, maintain and strengthen their Ownership rights in the co-operative corporation. That, and refusing to contract with and pay for the advice of very expensive, nationally-based “expert” food .coop consultants & advisors.

For, no matter what happens to the local food co-op – sink or swim – national consultants will still get paid their outrageous fees.

“TWO ROADS DIVERGED IN A YELLOW WOOD…”

from The Road Not Taken, by Robert Frost, pub. 1916

        Both Bloomingfoods and HWFC had direct threats made to their Member-Owner Labor Programs in 2015. While HWFC Member-Owners defended our control and ownership of the co-operative corporation, Bloomingfoods’ Member-Owners quietly, IMHO, lost the battle …if they were even aware there was a battle to fight.

According to recent B’foods’ Board minutes, bylaws’ changes are in the works: calendared in for discussion in (March and) August, 2016 . Bylaws’ changes can also signal another red flag, threatening Member-Owner control & ownership of a co-operative corporation. The Annual Meeting takes place on October 19, 2016; a bylaws’ vote is planned and will any proposed changes further undermine (or eliminate) Member-Owner control of the co-operative corporation? (Please see my December 07, 2015 post, GRASSROOTS ACTION and current bylaws ARE POWERFUL!, my December 19, 2015 post, GRASSROOTS ACTION and Bylaws (Again) ARE POWERFUL! and my January 7, 2016 post, GRASSROOTS ACTION and the Times Union ARE OH SO HELPFUL!)

At HWFC, elimination of our Member-Owner Labor Program and changing our bylaws to eliminate Member-Owner control of the co-operative were the very things our former Board targeted for change: that, and adding 12,000 new non-working “shareholders;” getting us Member-Owners “off the floor” at the co-op; disenfranchising our vote; consolidating the power of the Board/Management axis; preventing communication; and attempting to manipulate the NYS DOL such that we Member-Owners would willingly give up our own MLP. [Read the docs cited in [iia] and [xi].]

Our former Board, with the assistance of its top Management, efficiently targeted and attempted to rip apart the very underpinnings of our co-operative corporation. Their attack was efficient, orderly, calculated and devious. They had the help of two law firms (one with D.C. offices), a local organizational change consultant, the aforementioned nationally-promoted CDS Consulting Co-op, and a Strategic PR & Lobbying firm, with ties to a NYS top-10 lobbying firm.

Big bucks. Big stakes.

They spent $500,000 of our collective savings (!) in their (secret & camouflaged) attempt to get rid of us!

The former Board and Management used our $ .5 million, with an endgame of wrestling Member-Owner control of the co-operative corporation out of the Owners’ hands …and replacing it with control by the Board & Management …or, to put this another way, to stealthily assume control of our corporation.

This story – taking place at a simple American food co-op, for goodness’ sake! – reads like any one of the vicious, hostile, corporate-takeover, Wall Street movies Hollywood puts out.

Were this happening at just our co-op, no big news. You might shrug and say, What d’ya expect out of a co-op in the most corrupt capital in the most corrupt state in the nation …which, by the way, does have Wall Street in it? (We upstate New Yorkers are very jaded: just look up the names of down-staters Silver and Skelos. Interested? See this December, 2015 NYPIRG document, CAPITOL OFFENSES: A Review of the Criminal Conduct, Self-dealing and Ethical Lapses of New York’s Public Officials.)

However, this same pattern is cropping up, over and over, at independent, locally-owned & operated food co-ops all over the US.

It does appear that the Bloomingfoods’ Board is quietly and successfully doing the very same thing: eliminating Member-Owner control and ownership of this food co-operative corporation, replacing it with control by the Board and Management, and altering the co-operative corporate structure.

Are the Owners of this food co-operative even aware that their control is silently disappearing; their very ownership is threatened? Or has Bloomingfoods’ Board, like the former HWFC Board, spent hundreds of thousands of dollars on “expert”national consultants, lawyers …and a Strategic PR consultant or two, paid to expertly massage the messages getting out to the Owners?

A PATTERN OF “CORPORITIZATION” OF U.S. COMMUNITY FOOD CO-OPS

       Local ownership & control of many US food co-operatives is under attack. Mimi Yahn, a food co-op Member-Owner and independent journalist tells a very similar tale about her food co-op in Putney, Vermont, just over the border from us. In a series of two articles and a follow-up Letter – January 14, 2015 Losing Our Principles at The Commons Online; February 4, 2015 Searching for Democracy at the Putney Co-op at VTDIGGER.org; and February 11, 2015 Still Searching for Democracy at Putney Food Co-op at The Commons Online – Ms. Yahn uncovers disturbing threats to her food co-op: threats to its democratic principles and bylaws, Member-Owner control, and, a wider pattern of “corporitization” at other U.S. food co-ops. [xiig]

This Powerpoint Presentation, put together by Member-Owners of HWFC – as they prepared for their 11/30/15 emergency Membership Meeting & vote to get rid of both an out-of control Board & recommend the removal of the out-of-control Management partnering with that Board – details similar problems at many U.S. food co-ops. These food co-ops are taking – or fending off – expensive advice brokered by nationally-based .coop consultants. Strikingly similar problems are occurring with “policy governance,” dissolution of their Member-Labor programs, significant alteration of the bylaws, secrecy, lengthy Board executive sessions excluding Member-Owners, vague & frightening labor law threats, gag orders, removal of Member-Owners from on-the-floor operations, and moves to cement the legal empowerment of Board & Management, concurrent with removal of ownership rights of the Member-Owners of the co-operative corporation.

The individuals who are invested in their co-op – the local homeowners, residents and families – and who are also deeply invested in their local, hometown communities, are losing control of both their food co-ops …and their food supply.

This attack upon food co-ops appears to be coming from the national level: it appears to be a top-down agenda targeting grassroots, local, community, Member-Ownership & control of U.S. independently-owned food co-operatives.

NATIONAL COOP GROCERS AND UNITED NATURAL FOODS, INC.:
NATIONAL NATURAL and ORGANIC WHOLESALE SUPPLIERS

        Bloomingfoods, like HWFC, is a member co-op of National Coop Grocers. NCG is “a business services cooperative for retail food co-ops located throughout the United States … represent[ing] 143 natural food co-ops operating 196 stores in 38 states, with combined annual sales of $1.8 billion.” NCG’s primary distributor is United Natural Foods, Inc., (Nasdaq: UNFI), with whom it signed a primary distribution agreement in 2015, good through at least July 2021.  NCG and UNFI have had a contractual relationship since 2006. [xiii] [xiv]

UNFI is also the primary distributor for Whole Foods Market (Nasdaq: WFM) and has had distribution agreements with WFM for 17 years. Their primary distribution agreement was also re-negotiated in 2015; it extends until September 2025.

WFM is “UNFI’s largest customer.” [xv]

UNFI’s net sales for fiscal year 2015 were $8.18 billion. Whole Foods Market, UNFI’s only “supernatural chain,” made up 35% of UNFI’s net sales in FY 2015.  32% of UNFI’s net sales in FY 2015 came from the category called “independently owned natural products retailers, which include buying clubs;” this category includes NCG and its virtual chain of US food co-ops, with combined annual sales of $1.8 billion. [xvi]

If my math is correct, NCG’s virtual chain of US food co-operatives, represents 22% of UNFI’s net sales in FY 2015.

UNFI’s “independently owned natural products retailers which include buying clubs” – which includes NCG and its virtual chain of US food co-ops – are, at 32%, vying with Whole Foods as UNFI’s largest customer. [xvii]

The respected Organic Consumers Association notes in its 2009 article, The Organic Monopoly and the Myth of “Natural” Foods: How Industry Giants Are Undermining the Organic Movement:

…Whole Foods Market … [and] industry giant United Natural Foods (UNFI) … [market] Row after row of attractively displayed, but mostly non-organic “natural” (i.e. conventional) foods and products…Natural, in other words, means conventional, with a green veneer.

UNFI and Whole Foods Market are the acknowledged market and wholesale distribution leaders in the $70 billion organic and natural foods and products sector… [xviii]

Both Bloomingfoods and HWFC are a part of the large UNFI and NCG  distribution network, called a virtual chain. An August 19, 2015 Press Release, NCG Signs Primary Distribution Agreement with UNFI, states:

As a virtual chain, NCG is one of our largest and fastest growing customers in the last 10 years’ said Steve Spinner, UNFI’s president and chief executive officer. ‘Our connections to food co-ops go back to our company’s founding and we are excited to be selected once again as the best fit to serve the needs of this important sector.’ [xix]

The brochure, National Co+op Grocers Partnership Opportunities (January – June 2016), which extends an invitation to US food co-ops to join NCG, states:

NCG co-ops are independently owned and operated; combined, our “virtual chain” is one of the largest natural foods product retailers in the United States. [xixa]

 A dot coop FIRM: CDS CONSULTING CO-OP:
DO NATIONAL CONSULTANTS HAVE MEMBER-OWNERS’ BEST INTERESTS AT HEART?

         It is noteworthy that both co-ops, Bloomingfoods and HWFC, have been or are clients of CDS Consulting Coop; in fact, Bloomingfoods is a featured client on CDSCC’s website. Bloomingfoods’ former, three-term Board Director, Art Sherwood, was and is a CDSCC consultant; he joined CDSCC in 2009 and served on the Bloomington Board until October, 2014, when he resigned his position as President, due to work commitments. [xx] Both of these US food co-ops – Bloomingfoods and HWFC – have relied upon the consulting services of this nationally-advertised .coop firm, with national interests and ties: interests not necessarily based in nor springing from each of the local communities of these two food co-ops.

CDSCC advertises that it helps Boards and GMs work together; conspicuously absent in its PR and program description for its CBLD program (Cooperative Board Leadership Development) are statements about strengthening the control and ownership rights of the Member-Owners of a co-operative.

The former HWFC Board spent an estimated $84,000 (!) over the last three years on CDSCC advice and has at least a six-year history with this firm, going back to our days on Central Avenue, before we got all glossy, high-end, and chic-chic with a brand new, expensive, over budget, “Just-in-Time” model storefront. We – a food co-op for gosh sakes – were advised to build a new store which has virtually no storage capacity! CDSCC’s consulting advice served to efficiently consolidate power between our top Management and Board, to the exclusion of Member-Owners.

In 2015, the HWFC former Board was contracted with CDS Consulting Coop for its CBLD program. Two CDSCC consultants were also a part of the 2015 HWFC Bylaws Task Force (BTF), as “subject matter experts:” Mark Goehring and Thane Joyal. These consultants created a “Bylaws Research Document” for our co-op, which included their ‘Fresh Start’ Bylaws Template. (Please see this December 19, 2015 blogpost and its section entitled ALICE IN WONDERLAND DOWN THE RABBIT HOLE Is this a Bylaws Task Force or a Better End Member-Labor Task Force?)

The BTF was developing new Bylaws, in secret, with all committee members required to sign a nondisclosure agreement: a gag order …over bylaws …at a food co-op! To this day, no one, save the 27 members of the BTF, ever saw those draft bylaws (rumor has it they were never produced, it was all in the hands of the corporate attorneys).

Gag orders’ll have you grasping at rumors in your co-op, when you can’t get facts about bylaws’ changes because people’s lips have been intentionally sealed.

So, no one in our co-op had ever seen these draft bylaws, yet the former Board had intended to present them for Membership vote and ratification at the January 24, 2016 Membership Meeting!

The copy of the ‘Fresh Start’ bylaws CDSCC presented to our co-op in 2015, eliminated the right of Member-Owners to rein in an out-of-control Board via a Special Membership Meeting (SMM): the only means available at most co-ops to halt a wayward Board’s actions.

Due to Member-Owner advocacy, we did halt the actions of an out-of-control Board & out-of-control top Management through an Emergency SMM. (Please see Notice of the emergency Special Membership Meeting, a recap of the meeting, and the official vote tally.

Those secret bylaws were never presented for a vote; they were deep-sixed …if they even ever existed, except in the lawyers’ offices.

(Also, see this post, about another CDS Consulting Coop client, the East End Food Co-op in Pittsburgh, this Powerpoint Presentation, and here, here, here, here, here and here for background info. Please also read this article by Laddie Lushin, Esq. nationally-recognized expert on co-operative law, Assessing the Adequacy of Your Co-op’s Bylaws.)

The CDSCC article, Why Rehash the Old When You Can Start New? Try Fresh Start Bylaws by Susan Munkres, effectively demonstrates the lure of ‘Fresh Start Bylaws’ to an unwary food co-op Board.

Interestingly, author Mimi Yahn also reports that her co-op in Putney, VT utilized the services of CDS Consulting Co-op; in fact, CDSCC lists Putney, VT as its corporate home. Putney Food Co-op did ratify bylaws based upon CDSCC’s bylaws template; Ms. Yahn’s articles tell the story of this Vermont co-op losing its democratic principles. [See January 14, 2015 Losing Our Principles at The Commons Online; February 4, 2015 Searching for Democracy at the Putney Co-op at VTDIGGER.org; and February 11, 2015 Still Searching for Democracy at Putney Food Co-op at The Commons Online and See xiig and xxa]

~~~~~

       It is unknown how much Bloomingfoods has spent on CDSCC services over the years. Bloomingfoods Member-Owners are, however, left with this conundrum: contrast the glowing picture painted of Bloomingfoods by CDSCC, with this assessment of the co-op by National Co-op Grocers (NCG), at the time acting GM Paula Gilbertson and C. E. Pugh arrived from NCG. This was captured on June 23, 2015 by blogger and Bloomingfoods’ Member-Owner Ann Kreilkamp:

Last night I attended a Member/Owner OpenHouse set up by the Bloomingfoods board … [National Coop Grocers, NCGA] has been brought in during this crucial transition to help stem the bleeding which, according to the NCGA, is the worst they have seen. Though food co-ops nationwide are going through hard times, for Bloomingfoods, ‘the path to solve for cash-positive is the most difficult we’ve ever encountered.’… [xxi]

One has to pose the obvious question: if CDSCC’s consulting services for strategic Board & Management training and CBLD are so effective, why is this CDSCC-featured co-op in such dire straits? Why is Bloomingfoods “the worst they [NCGA] have seen,” according to this B’foods Member-Owner’s blog post report?

TWO AMERICAN FOOD CO-OPS MORPH INTO “FOOD BOUTIQUES”

        The three Bloomingfoods’ storefronts I shopped at were all glossy, ordered, bright & clean: chic-chic. The inner aisles were very neatly stocked & filled with colorfully-packaged, mostly “natural,” processed & packaged products.

I had to search harder to find products labeled “organic.” Locally-produced foods – highlighted with a label picturing the state of Indiana with Local printed on it – although noticeable because of this label, were much harder to find; they were also not usually organic.

Bloomingfoods’ cafes use the same paper goods as HWFC (“co+op stronger together”) [xxii] and the same paper bags (with the handles that always break). The sale flyers look the same as ours. Every aisle was picture-perfect, in fact, the product layout on shelves could have been a mirror to that at HWFC.

What happened to the modest, community-owned storefronts selling high-quality, low-cost organic, bulk, and locally-produced foods and farm products? What happened to our direct connection to the land via a wide, regional network of farm families and our support of local, sustainable and organic farming practices? What happened to the abundance of local, minimally-processed, organic foods? In fact, what happened to just plain-old minimally-processed food with fewer than five ingredients?

What happened to our value & practice of keeping overhead low so as to keep food prices low for our Membership?

What happened to American food  co-ops selling real, whole, locally-produced, organic, nutrient-dense, bulk foods at affordable prices?

When did the displaying of food take a higher priority over the content of the food being displayed?

The similarities between B’foods’ and HWFC’s storefronts – the trending towards upscale gentrification, higher prices, lower overall food quality, fewer locally-produced foods, more processed, nationally-branded, packaged foods, vegetables labelled as “organic” coming from China (and not disclosed as such), much more (colorfully packaged) “natural” as opposed to “organic” foods, meats from unknown national sources, deceptive labeling & clever product PR, an over-emphasis upon display & marketing – are readily apparent.

Both of these co-ops have been transformed to look like expensive, high-end food boutiques.

In fact, our two (independently-owned) food co-ops are designed & laid out and operate so similarly, with such similar marketing tools, newsletters, sales flyers and product for sale, that we could be co-op franchises: different cities, same business model, much like one sees with a McDonald’s, a Trader Joe’s or a Whole Foods.

(An aside… …because you need this information right now…

A troubling pattern emerging nationally among local, independently-owned food co-ops, is either their expansion into brand new, very expensive, “bigger & better” storefronts or their too-quick expansion into multiple storefronts. These storefronts are based upon a “Just-inTime” grocery model, which includes virtually no room for storage and depends upon a regional warehouse system providing daily & weekly delivery. These expansions are being brokered by several different firms of very expensive, national “expert” food co-op consultants & corporations: These expansions:

  1. bleed the co-operative corporation of its valuable (!) local capital & savings
  2. force expensive mortgages onto the back of the co-operative and
  3. utilize local, community resources in the form of unsecured family & Member-Owner-investor loans to the co-op
  4. financially weaken & strap the food co-op almost to the point of insolvency
  5. pay the consultants: their advice, itself, is not cheap!

These expansions have leveraged many formerly strong & solvent US food co-ops into positions of weakness: capital is gone, debt is now high …and the pockets of co-op Member-Owners – via unsecured loans to the co-op – have also been tapped!

The food co-ops are now financially strapped and vulnerable to and positioned for either corporate take-over, assimilation or consolidation, or – failing that unwanted future – closure.

In the meantime, those consultants have already been paid …and are off looking for the next independently-owned food co-op to prey upon.

Our two cents from HWFC? Don’t expand! Don’t be wooed into thinking you need a shiny, chic-chic new storefront because “that’s what lots of co-ops are doing across the US.” They’re doing it because they took the “experts’ advice” to expand …or build new!

So, don’t take national “expert” & expensive food co-op consultants’ advice! Take care of your Member-Owners, your families, your community, and your capital.

These teams of consultants are out there – and they are preying upon independently-owned US food co-ops. They have figured out that there is capital lying around in many successful, independently-owned US food co-ops. They have figured out a way to separate you, your co-op & community …from your capital.

Keep your capital in your pockets! Hang onto it! Keep a cushion; be financially smart. Do you really need that shiny, chic-chic new storefront? Expansion into a 2nd or 3rd brand new storefront? Those consultants? Or can you all make do?

Invest in each others’ families: that is your co-op, your fellow Member-Owners & your community …not in the advice of highly-paid, nationally-based food co-op “experts” with questionable motives.

To quote my Grandma and my Mom (and other Depression-era Moms): Use it up, wear it out, make it do, or do without! [xxiia]

End aside.)

However, this food co-op in Indiana, with its glossy, picture-perfect store lay-outs and fully-stocked shelves, is in trouble. It lost 20% in revenue, in part, when a Lucky’s (a Colorado-based natural foods’ chain) moved in to town last year, and when Kroger’s remodeled to include more natural & organic foods. Next year Whole Foods is opening a store just minutes’ away from the Eastside co-op, in the former Sears store at the mall. [xxiib]

An adjunct professor friend of mine told me she can no longer afford B’foods. She now hits sale days at Lucky’s (Wednesdays), has switched to shopping almost 100% at Krogers, and she buys at the Farmers Market on Saturdays. She plans to buy a freezer and buy bulk grass fed, grass finished beef directly from farmers at the Farmers Market, where one can readily buy high quality, pastured meat in Bloomington.

In 2014, B’foods Member-Owner and blogger Ann Kreilkamp captured sentiments, which we here at HWFC experienced in 2015, as we began uncovering our former Board’s plan to eliminate us from control & ownership of our co-operative corporation:

But wait a minute you  say! Bloomingfoods is a Co-operative, not a Corporation!…

…something happened along the way to begin to torque our original member-owner operation into a quasi-corporation, with an expanding physical presence (three major stores, two minor ones, and counting), a long-time CEO-like General Manager, a budget that is not transparent, workers who are both underpaid and feel disrespected and disenfranchized, and a board that vets anyone who wants to serve on it to say whether they can even be nominated to come up for a vote!… [xxiic]

VISIT TO THE HOOSIER STATE, AGAIN: STUNNED, AGAIN
THE HOOSIER IS GONE FROM THIS CO-OP

        I was in Bloomington last week and had a chance to see what had changed at the co-op in two months.

This visit, it was the Elm Heights store which had closed its doors, joining the flagship Kirkwood store. A large For Lease sign was posted on the vacant storefront.[xxiii] The kitchen commissary had also been shut down.

The Elm Heights’ closure stunned everyone! It came out of the blue. I did not hear a rumbling about it when I was in Bloomington in March. Two months later it was a done deal. Gone.

IMG_2565

“The Elm Heights neighborhood is saddened by the news that its Bloomingfoods store is closing. We worked hard with the coop to get the store built, and Bloomingfoods in turn worked closely with the neighborhood association in every phase of its planning. Many individual neighbors contributed financially as well…”  Elms Heights Neighborhood Association [xxiiia]

At a public meeting held on April 27, 2016, the Bloomingfoods’ Board told the public that the bank has agreed to take interest-only payments on the co-op’s loans. Local, family investors were told that the loans they had made to B’foods and Elm Heights are unsecured and  subordinate to payment of the bank loans. [xxiiib]

I got differing stories about staff being let go from Elm Heights & the commissary kitchen. One person told me that no one had lost a job from either; everyone had been re-located to the existing stores. Another person told me staff had been let go, jobs were lost, and positions eliminated. A review of Bloomingfoods’ website and its newsletter reveals nothing as to this issue. Local media is uncharacteristically silent.

The Eastside Co-op parking lot was nearly empty. I do not recall seeing this parking lot that empty, ever. Store hours have been reduced. The incredible outdoor garden shop is gone, closed last summer; replaced by a tiny selection of local plants.

Signs in the Near Wests Side parking lot warn you that parking is limited to one hour.

IMG_2602

Parking is limited to 1 hour at the Near West Side store. The city has placed on-street parking meters out front, which may have precipitated this move. However, it is decidedly non-welcoming, for a food co-op which also hosts a delicious food bar and a café at which to sit with friends.

I asked staff about the removal of the beautiful, authentic Hoosier Cabinet and display area in the café, with handmade crafts, pottery, local authors’ books, as well as local art displayed on the walls. [xxiv] (In fact, this is where I was first introduced to Bloomington author Nancy R. Hiller’s wonderful book The Hoosier Cabinet in  Kitchen History. Visit Ms. Hiller’s website, here, to read her story about the making a Hoosier cabinet – from a local Elm tree, how cool is that! – for the, now-closed, Elm Heights store. See also A Home of Her Own; Ms. Hiller’s articles at American Bungalow magazine: Miracle on South Dunn Street, Harris Lebus – Arts and Crafts Style For Trade and Bringing Back Stinesville; and her articles at Fine Woodworking.) (I am a bungalow lover; Nancy Hiller and Jane Powell are my top-drawer bungalow and arts & crafts authors!) In addition, local kitchen gadgets, jewelry, cards and candles which used to be displayed at the end of the aisles in the bulk section had all disappeared, to be replaced by that week’s national promotional and sale items from NCG.

I was told that the staff member who used to manage these display areas had been let go: the position had been eliminated.

IMG_2597

The aisle ends at Bloomingfoods used to display jewelry, kitchen gadgets, locally-made cards and crafts: one of my favorite spots at the co-op! This has been replaced with that week’s sale items from NCG (co+op deals).

The café, formerly cheerful and welcoming, is now stark and utilitarian: bricks & concrete meet the eye. The Hoosier is gone from this co-op.

Green & Black’s organic dark chocolate bars – usually $3.69 a bar at B’foods – were on sale at 2 for $6.00. At Krogers, the exact same bars were on sale at 2 for $5.00.

I tried to purchase organic pumpkin seeds. The bulk bin states: “Pumpkin Seeds Organic (Raw, Hulled) Current supplier information available upon request.” I tracked down a staffer, asked about the supplier (country of origin). She had to track down someone else and about 5” later I was informed the pumpkin seeds were from China. I asked if there were any truly organic pumpkin seeds from the US; she stated there were not, I could, however, buy US non-organic ones.

There were a lot more Field Day products for sale this visit: this manufacturing company is owned by UNFI and these products are marketed only to its “independently owned natural products retailers” including NCG food co-ops. [xxiva] Field Day’s clever marketing (hover over the icon: “A harvest of natural and organic products, carefully selected to deliver exceptional quality and value.”) enmeshes the terms “natural” and “organic,” suggesting an equality to the terms which is not born out by US regulation fact; use of the term “organic” on a food label requires adherence to strict standards, not required of foods labelled as “natural.”

UNFI states:

Manufacturing & Branded Products Divisions

Our Field Day® brand is primarily sold to customers in our independent natural products retailer channel (“independent retailers”), and is meant to serve as a private label brand for independent retailers to allow them to compete with conventional supermarkets and supernatural chains which often have their own private label store brands.

Our subsidiary, Woodstock Farms Manufacturing, specializes in the international importation, roasting, packaging and distribution of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections. We sell these items in bulk and through private label packaging arrangements with large health food, supermarket and convenience store chains and independent owners. We operate an organic (USDA and QAI) and kosher (Circle K) certified packaging, roasting, and processing facility in New Jersey that is SQF (Safety Quality Food) level 2 certified.

Our Blue Marble Brands portfolio is a collection of 15 organic, natural and specialty food brands representing more than 650 unique products. We have a dedicated team of marketing, supply chain and sales professionals that have a passion to energize our retail partners and provide consumers with affordable Non-GMO foods. Our unique Blue Marble Brands products are sold through our wholesale division, third-party distributors and directly to retailers. [xxivb] 

(See the list of all UNFI Blue Marble brands and Woodstock products.)

UNFI also owns Select Nutrition, which “distributes a wide variety of brands, which includes vitamins, supplements, sports nutrition products, and personal care items that cater to the growing demand for natural and organic products.[xxivc]

Many of the Field Day products at B’foods were conspicuously marked with sales’ stickers and significantly out-performed competing brands: e.g. bionaturae Organic Balsamic Vinegar (17 fl oz) was $6.69; Field Day’s Organic Balsamic Vinegar (16. 9 fl oz) was only $4.99. Spectrum Organic Olive Oil (1 liter) was $18.99; Field Day’s Organic Extra Virgin Olive Oil (1 liter) was only $12.99.

However, one must be a clever detective to determine what is in Field Day products, where they come from and who certifies that they are, indeed, organic, especially if they include imported ingredients. [xxivd]

For my family’s tastes, not safe enough to eat with labeling that is designed more to obscure what’s in the food, than to inform.

IMG_2589

IMG_2590

These are UNFI’s Field Day brand, non-organic olives. The label states “Produced in the USA with domestic and imported ingredients.” Are these foreign olives which are then canned in the USA? What percentage of the ingredients are from the USA, from an (unknown) foreign country(ies)? This label leaves me with too many unanswered questions. I would not buy this product for my family.

For example, the Cornucopia Institute, in its Organic Dairy Report (updated 06/09/16), gave UNFI/Woodstock Fluid milk products/butter a 2 Cow Rating (“2 Cow Rating PRIVATE-LABEL (good, but questionable long-term commitment to organics) Note: information based on ”industry sources.” None of the two cow rated private-label brands were open enough to participate in the study.”); a 5 Cow Rating – the highest – is “Outstanding.” [xxive]

Cornucopia clarifies:

Private-label, or store-brand, dairy products rated with two cows are sold by grocers or distributors who have the obvious desire of wanting to grow their presence in the organic marketplace. Unfortunately, there is an inherent limitation in private-label organic products: organic consumers tend to want to know where their food is coming from and how it is produced, and private-label products are anonymous by their nature. [xxivf]

BLOOMINGFOODS’ FUTURE DEPENDS UPON ITS MEMBER-OWNERS

        High prices at B’foods are forcing local shoppers to seek lower prices elsewhere in town. My adjunct professor friend has turned in her B’foods share and no longer shops there. Many people I spoke to complained about the outrageous prices at B’foods. They are taking their business elsewhere: Kroger’s, Lucky’s (on April 1, 2016, Kroger’s & Lucky’s signed a partnership agreement [xxivg]), Sahara Mart, Marsh’s, Trader Joe’s in Indy, the Saturday Farmers Market.

Since UNFI also distributes to “…conventional supermarkets, which include mass market chains…” one must check to see if Kroger’s, Lucky’s, Trader Joe’s, Walmart’s and other supermarkets and mass market chains are being serviced by UNFI …and offering lower prices for the same items one sees at B’foods. [xxivh] (In fact Kroger was “…included among [UNFI’s] wholesale customers for fiscal 2015…”) [xxivi]

There is great, unvoiced fear in Bloomington, about the future of Bloomingfoods. Many assume that when Whole Foods opens next year, the co-op will go belly-up; local families will lose their investments; Bloomington will lose a treasured 40 year-old community institution.

Since Whole Foods and Bloomingfoods both utilize the exact same national distributor – UNFI – and both have primary distribution agreements with UNFI (B’foods, indirectly through its membership in NCG), it won’t really matter very much to industry giant UNFI which store stays, and which goes …or if both decide to duke it out across the College Mall parking lot (See B’foods’ GM’s blogpost  re. the new WFM coming to Bloomington, here.)

Who it should matter to are the homeowners & residents of Bloomington, and the Member-Owners, shoppers and local investors of Bloomingfoods. Bloomingfoods is a local treasure! Like our Honest Weight Food Co-op in  Albany, NY, local families started B’foods 40 years ago; it is worth fighting for! …but – only if local Member-Owners truly own and control the co-operative corporation. Otherwise, Bloomingfoods is just another corporation (minus the “co-operative”) – like Whole Foods – retailing a majority of natural (and organic) foods from industry-giant UNFI …with a sprinkling-in of local & regional organic farm products and foods to give it that “green veneer.” [xxivj]

This visit, I still shopped at B’foods because I am a loyal co-op supporter and I love the Bloomingfoods community. But, I was very hard-pressed to be able to afford enough food to last the week.

WHERE IS THE “CO-OPERATIVE” IN BLOOMINGFOODS “CO-OPERATIVE CORPORATION?”

        It appears that B’foods financial troubles are not just due to the Lucky’s moving into town, the Kroger’s remodel, and “the competitive landscape.” [xxivk]  This co-op no longer has Member-Owners running the show!

Given NCG’s poor assessment of the co-op’s financial condition in June, 2015, CDSCC’s consulting advice – consolidating Board & Management control – must be thrown into question. However, B’foods’ 2016 Board minutes indicate that they are still actively working with CDSCC and its CBLD program. [xxivl] [also see iiia]

It does appear that it is the Board of Directors (supported by the GM) which is functionally, if not legally, in control of this co-operative corporation. The Member-Owners have been relegated to the role of shareholders in a traditional, top-down American corporation. They are not functioning like the Owners of a co-operative corporation business.

In addition, the local, Member-Owner, family money invested in Bloomingfoods is now in jeopardy. There were Elm Heights neighbors who loaned money to B’foods! Imagine how all the investor-families in Bloomington feel! In this small, tight-knit community, this fact may serve to pull the rug out from under any future, local financial & community support this co-op could have expected. Local investors, in addition to local shoppers – the community itself – may turn their backs.

This one fact alone can spell the death-knell for any local, community-based organization, citizen group, nonprofit …or food co-op.

As a Member-Owner of B’foods, I have personally & sadly witnessed this sister US food co-op to HWFC being assimilated, co-opted, if you will, with power & control silently removed from the local, Member-Owners. Once that control was lost, decisions were out of their hands.

I do not, at all, like the results I see. I do not like the reduction in the quality of the food supply that has resulted. I do not like the industrial, impersonal, cookie-cutter result. I do not like the explosion of national “natural” products and processed “natural” foods, and the reduction in locally-produced, organic food and farm products. I do not like the virtual elimination of Member-Owner benefits, as well as the many staff cuts. I do not like the deceptive food labeling which is more & more evident each time I visit Bloomingfoods.

I do not like a food co-op maintaining the veneer of a Member-Owned, Member-Operated food co-operative …when it dissolved its Member-Owner Labor Program; removed Member-Owners from floor operations; re-labelled “Owners” as “volunteers;” negotiated a union contract which appears to have contracted-away Member-Owner power & control;  diluted or virtually eliminated Member-Owner voting power with the addition of non-working “shareholders;” and has eliminated Member-Owners from substantive decision-making and control in the co-operative corporation.

I especially do not like the evidence I see of a Board & Management axis which has, silently, step-by-step, removed Member-Owner control and threatened their legal Ownership of the co-operative corporation.

(Since we here at HWFC in NYS are still working to regain our power & control, this is not at all meant as a condemnation of Bloomingfoods’ Member-Owners. Just a wake-up call.)

If a bylaws’ vote is, indeed, planned for the B’foods’ October 19, 2016 Annual Meeting, that may well seal the coffin on yet another American independently-owned, Member-Owned & Operated food co-operative corporation. The legal rights of local families to own & control their co-operative and thereby, their food supply, will have been eliminated: ownership, by the local Member-Owners, dissolved.

IMHO, Bloomingfoods’ Member-Owners need to call an emergency Special Membership Meeting and take back their power and control. Trouble is, Board & Management ended their “owner-volunteer program” (Owners lost legal standing) and, I believe, the current bylaws have already empowered all (12,000?) shareholders to have a vote. This means the number of signatures required on a petition just to call a meeting would be daunting (assuming 12,000 shareholders, B’foods bylaws require 10% to call a Special Member Meeting or 1,200 signatures); reaching quorum at the meeting would take “…the presence of ten percent of members entitled to vote at any meeting…” or 1,200 voters!

This would require huge & concerted grassroots advocacy efforts! (Review [iia] and Bloomingfoods’ bylaws.) Bloomingfoods’ Member-Owners also need a local attorney or two: with knowledge of Indiana co-operative corporation law.

B’foods’ Member-Owners need to secure the draft copy of the new bylaws now and attend that bylaws’ meeting in August (I could not find a date for the meeting), en masse. Just what are the proposed changes; will they secure Member-Owner control of the co-operative corporation …or remove it?

If there is not enough grassroots’ will to call an emergency Special Member Meeting and if bylaws’ changes are legally enacted at the October 19th Annual Meeting which further erode Owners’ control, there are, to my way of thinking, only two important questions to answer:

  1. Are the Owners of Bloomingfoods “owners” in name only: “Paper-Tiger Owners?”
  2. Can Bloomingfoods continue to be deemed a “co-operative corporation” or is it, more correctly, functioning merely as a “corporation” trying its best to look like a co-operative?

IS HWFC OUT OF THE WOODS YET?

        No. Not by a long shot.

But, I came away from last week’s visit to Bloomingfoods heartened, with this thought: HWFC Member-Owners we did an awesome, phenomenal thing defending our co-op! We did the right thing and don’t you doubt that for a second! We stopped our co-op from being “assimilated” as a co-op clone; one of many, high-end, chic-chic, expensive “food boutiques” being replicated across the United States. We retained local power and control of our co-operative corporation! We defended our own! We did it co-operatively, with energy, tenacity, hard work, organization, communication-against-all-odds, skill and vision!

Grassroots advocacy at its finest!

I wish this kind of success upon Bloomingfoods’ Member-Owners!

With that success, however, comes a price.

We here at HWFC know we are the owners of a (not-so-small) business in the private sector.  The economy is worsening. We have a large debt load.We have a budget to pass.

We were left in a financially precarious position by the former Board and Management, which, in addition to listening to the expensive advice of national .coop consultants, spent down our savings as fast as they could. We, like B’foods, were advised to expand with, not one, but two operations in 2013: our brand new, very expensive store on Watervliet and the Empire State Plaza outlet. In addition, we would have had more than $1 million in the bank right now but for the harmful agenda and fiscal waste of that former Board and the former LT (top Management). [xxv]

We would have had a cushion.

That cushion is gone.

If we do not maneuver correctly, right now, HWFC will be one of the US co-ops which closes its doors: like Bloomingfoods’ Elm Heights store, its flagship Kirkwood store and its kitchen commissary.

HOW DO WE PRO-ACTIVELY PREVENT SUCH A FUTURE FOR OUR CO-OP?

        We acknowledge that our budget is very tight. There are only so many pieces to our HWFC financial pie. Therefore, the only answer right now is cost cutting. If we can’t pay our fixed bills, we are in jeopardy. If we don’t sell enough goods, we are in jeopardy. If we raise our prices we are in jeopardy. When the economy gets worse, we are in jeopardy. This is not the time to expand operations or increase employee benefits! If we do that, we risk the closure of HWFC, sooner rather than later. Then no one will have a job, because our doors will be shut. We, the member-owners, through poor fiscal planning, will have secured the closure of our own co-op.

ALL Member-Owners may need to take a temporary cut. Member-Owner employees are not exempt from this, as employees at HWFC are (for the most part) also Member-Owners. If we 8% and 24% Member-Owner families take a cut, so must the Member-Owner employees. If there needs to be a reduction, it is being done as a means to keep HWFC’s doors open and preserve the jobs of employees.

However, if we even temporarily reduce Member-Owner discount, we are in jeopardy because we will lose a percentage of the weekly spending power of Member-Owner families, some of whom are, themselves, on very tight budgets.

Will a downturn in the economy – in this, a Presidential election year – and a rise in gas prices force us to raise prices?

Will Member-Owners & shareholders be forced to shop elsewhere, and even turn in their shares, as they have been doing at B’foods? Will the general public silently shift to buying at cheaper, local outlets?

It is likely – given our budget and if there is even a small downturn in the economy – that we will be forced into downsizing our pool of employees. If it is that …or closing our doors permanently… which will you choose?

Formation of an employee union here at HWFC will not prevent employee layoffs, if that is what is required to keep our doors open. Bloomingfoods’ history clearly demonstrates that.

Financially, with every decision, what we must weigh is this: will this financial move result in the closure of HWFC’s doors or will it stabilize us and sustain us through the financial mess that was left to us by the previous Board & Leadership Team’s management, supported by their passel of advisors, lawyers, Strategic PR gurus, and national .coop consultants? They positioned us for fiscal weakness! We are forced into rebuilding.

It is now up to us to be thoughtful, creative, and business-minded practical.

WE MEMBER-OWNERS ARE THE BUSINESS OWNERS: THINK LIKE AN OWNER

             We HWFC Member-Owners successfully took the first step: we wrestled back control of our locally-owned and operated food co-operative from an out-of-control Board working hand-in-hand with out-of-control upper Management and a bunch of highly-paid, national .coop “experts.”

We “stopped the bleeding.”

Given this important fact, our fiscal problem is still the same as Bloomingfoods: we must reduce overhead and spending.

We are the owners and it is our responsibility to do so.

Can we take the next step? To stabilize our budget, cut costs, reduce overhead, and develop a plan so that in two-three years we can begin implementing the dreams we all envision and imagine so clearly right now?

If we do not take this prudent and necessary step, we will, assuredly, sooner rather than later, see the closure of our co-op.

We worked hard – co-operated together! – to get to that emergency Special Membership Meeting in November. 720 people: our friends, neighbors, work colleagues and family. Our community. The results have been outstanding with our new Board in place and functional as a team; our Committees revving up, energized; our employees continuing to do good, solid, daily teamwork in our storefront; our Member-Owners working, participating, and buying.

Can we hold firm, work together, and pass a budget which will stabilize us for the future, anticipate a downturn in the economy, tighten our belts, keep employee layoffs and cuts to MLP discounts to a minimum, and keep our food supply high-quality and  – as much as possible – organic, nutrient dense, fresh and supportive of local & regional organic farm families and food producers?

This is a tall order.

If we cannot do this, we will face a future like Bloomingfoods. Staff layoffs & downsizing will happen, multiple times. Prices will go up. Food quality will go down. Member-Owner benefits may be entirely eliminated. Member-Owners, shareholders and shoppers will walk: a downward spiral. Will we – like Bloomingfoods – have to work with a national consultant team from NCG to help us out …and live with the results?

 IMAGINE THE WORST, PLAN FOR THE BEST

        Store closures can happen fast.

Please imagine, for one moment, a future where you pull into our parking lot at HWFC some Saturday morning, and the doors are locked shut with a big For Sale sign taped to them.

I did that at Elm Heights in Bloomington, one week ago. No imagination necessary.

IMG_2563

A locally-owned food co-op storefront shuts its doors: Elm Heights, Bloomingfoods,  in Bloomington, Indiana.

Where would you go to shop …buy real, local, organic food? Where would you be able to buy what your family needs to eat? To stay healthy? How would you connect up with your community?

Clearly imagine a future with no locally-owned co-op here in Albany.

Is that future a pleasant one for your family?

What do you – individually, as a Member-Owner worker / employee or shareholder – have to do, right now, to prevent this reality?

We are, truly, all in this together. We all have to right the ship. Every single Member-Owner of HWFC – 8% and 24% family workers and employees alike, as well as our 2% shareholders – need to pull together and agree upon a financial plan to secure our future. Then we need to hold to it for 2 – 3 years.

What we are doing here – we HWFC families – is making history in the respected, centuries-old American co-operative movement. We HWFC Member-Owners understand and live what it means to be a member-owned, member-operated food co-op! We get the critical importance of our bylaws and our MLP. We get what it means to (all) own our co-operative together! We proved that in spades by successfully defending it!

We HWFC families are – seriously – walking in the very footsteps of Benjamin Franklin, who is credited with starting the very first American co-operative in 1752! [xxvi]

We families have a responsibility to preserve, for us, now, and for the future, the local, 40 year-old institution that is the HWFC. It is a rare, community resource and treasure! And, more than ever, we need continued access to whole, healthy, nutrient-dense, organic, local food!

I cannot predict where the economy will go. Wild card, not looking good.

However, I, for one, have utter confidence in our families and in our grassroots’ ability to do again what we did on November 30, 2015 and since then: pull together for the common good of our beloved co-operative corporation: the Honest Weight Food Co-op. The co-operation and teamwork we all participated in, since October 23, 2015 is nothing short of amazing and wonderful! We are making national, co-operative history! Let’s all – community-minded, grassroots families – co-operatively do it again and sustain it until we are financially stable, once again.

We are families, helping out other families, to survive and thrive through co-operative means. Years ago, we called it, “self-reliant co-operative:” I help you get what your family needs, you help me get what my family needs, and we work it, together.

SAVE THE FAMILY FARM

        Imagine Honest Weight Food Co-op is a farm: and, in a way, it is an “urban farm” with its intimate connections to actual local, family farms and their families. Wouldn’t you, your partner or your spouse, your kids, the grandparents and aunts & uncles, do anything necessary to save the family farm?

 ~~~

Member-Owners, please see the Meeting Announcement and read & print off the Budget Presentation.

See you at the Annual Budget Membership Meeting on June 27, 2016 at FUUSA, 405 Washington Avenue, Albany, NY: dessert potluck at 5:30pm, Membership Meeting from 6:00-8:30pm. Room for as many Member-Owners as show up! No RSVPs required!

© 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 [xxvii]

~~~~~

[i] http://blogs.hoosiertimes.com/govtracker/wp-content/uploads/2016/04/Bloomingfoods-Press-Release.pdf

http://blogs.hoosiertimes.com/govtracker/wp-content/uploads/2016/04/Bloomingfoods-Press-Release.pdf

[ii] http://wfhb.org/news/bloomingfoods-closing-elm-heights-store/

[iia] 1. Critical Legal Information by Kate Doyle and

2. A Letter to Shareholders by Kate Doyle.

[iii] http://www.cdsconsulting.coop/cooperative_governance/

[iiia] 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

[iiib] This is part of the actual text of a motion passed by the Board on October 20, 2015.

[iv] http://www.honestweight.coop/uploads/MemMtgs/1460062524_MemMtg_2016-04-17_Agenda.pdf

[iva] See the CBLD ‘Fresh Start’ Bylaws Template, Article III: Member Meetings, 3.2 from CDS Consulting Co-op. Please note: CDSCC changed the electronic copy of its ‘Fresh Start‘ Bylaws, archived on its website, as of early 2016. Article III, 3.2 has been changed. The ‘Fresh Start‘ Bylaws our Member-Owners were provided with by two CDSCC consultants in 2015, and which were also located on CDSCC’s website in 2015, contain the text quoted in this blog.

[v] http://www.bloomingfoods.coop/banner_slider/locations-2/kirkwood-announcement/

[vi] http://www.bloomingfoods.coop/417-board-announcement/

[vii] https://beta.prx.org/stories/152745/details

[viia] http://www.bloomingfoods.coop/members/

[viib] Posted October 9, 2014 to Exopermaculture by blogger and Bloomingfoods Member-Owner Ann Kreilkamp at https://www.exopermaculture.com/2014/10/09/bloomingfoods-co-op-crisis-act-ii-unite-bloomingfoods-unite-marches-to-board-meeting/

http://indianapublicmedia.org/news/bloomingfoods-employees-voice-concerns-coop-board-72940/

http://theroadgoeson.com/articles/article/why-do-i-shop-at-bloomingfoods and search http://theroadgoeson.com

https://www.exopermaculture.com/2015/06/23/iconic-bloomingfoods-co-op-starts-to-right-its-ship/ and search https://www.exopermaculture.com/

https://electronpencil.com/category/bloomingfoods/

https://www.facebook.com/nancy.hiller.31?fref=ts

https://electronpencil.com/category/nancy-r-hiller/

The Ryder called , by Robert F. Arnove,

[vii] Arnove, Robert F,. Chancellor’s Professor Emeritus of Education at Indiana University. The Unionization of Bloomingfoods Part I. The Ryder, December 21, 2014. See here.

Arnove, Robert F., Chancellor’s Professor Emeritus of Education at Indiana University with Peter LoPilato. The Unionization of Bloomingfoods Part II. The Ryder, February 8, 2015. See here.

See this July 23, 2015 article Bloomingfoods Workers Ratify Their First Union Contract at the UFCW 700 website: http://ufcw700.org/2015/07/23/bloomingfoods-workers-ratify-their-first-union-contract/

Also, see this blogpost: http://theroadgoeson.com/articles/article/dear-bloomingfoods-please-dont-hire-union-busters

And see: http://yourbreadandbutter.com/news/436-bloomingfoods-workers-win-voice-on-the-job-with-local-700

[viid] Glab, Michael G. The Electron Pencil. From the April 20, 2015 post, Hot Air Food Facts.

[viie] Change.org, although using the domain suffix “.org” reserved for nonprofits, is not a nonprofit. It is a for-profit, multi-million dollar, multi-national corporation. Charges have been levied that is is being used in astroturf operations by corporations, big business and their Strategic PR firms (wishing to appear like real grassroots) and that it gathers and sells its users’ information for profit.

In 2012 Change.org “decided to change its advertising policy to allow for corporate advertising, Republican Party solicitations, astroturf campaigns, anti-abortion or anti-union ads and other controversial sponsorships, according to internal company documents.” See the October 22, 2012 HuffPo article with a response from Change.org founder, Ben Rattray.

See this February 28, 2012 Change.org exposé article, Change Dot Biz, by Clay Johnson; he uses the term “industrialized activism” for this type of deceptive behavior. Also begin researching the citations referenced at Wikipedia.

[viif] See Dr. Taylor’s Change.org page here.

[viig] WFHB Podcast. Host: News Director Joe Crawford interviewing Dr. Keith Taylor, April 14, 2015. Listen here.

NB: Much as I greatly admire and respect academicians & researchers, Dr. Taylor, an academic researcher who studies co-operatives, got this one wrong. He did not conduct thorough research on the matter; furthermore, at least in this podcast and on the Change.org website, he did not disclose professional affiliations which are pertinent to the issues at hand.

Dr. Taylor’s bio from Indiana University’s website states, in part:

Keith has a PhD in Human and Community Development, and a Masters in Public Administration.  His research interest is in better understanding the processes of institutional, community and economic development, specifically through optimization of organizational self-governance…

He was, seemingly, unaware of the U.S. grassroots movement to keep the ownership and control of US food co-ops vested in the local community, with the families who are the legal Owners of these food co-operatives (his “optimization of organizational self-governance,” one would presume).

Among the food co-op grassroots, it is a well-known fact that U.S. independently-owned, locally-owned and controlled, community food co-ops are under attack!

Being a scholar and studying co-operatives in the ivory tower of academia, does not assure that you are “plugged in” to grassroots movements, nor that you will necessarily come up with the right answers to a community-based issue.

Dr. Taylor’s recommendation that Bloomingfoods bring in “outside help” in a time of crisis was assisted by a grassroots Change.org petition, which he initiated and which garnered 161 signatures, along with many heartfelt, Bloomingfoods’ Owner-Member comments (one is asked to trust that these “online petition names” are not false; one of the many charges lobbed against online petitioning, with groups like Change.org).

As already noted, Change.org is a for-profit, multi-million  dollar, multi-national corporation which is masquerading as a grassroots, nonprofit organization; it is deceptively using the domain suffix “.org.” Any grassroots advocate worth their salt already knows this fact or would have checked this organization out (on any number of U.S. websites which post the yearly IRS 990s of legitimate nonprofits) before mobilizing people and beginning community activism. In addition, Change.org has had charges levied, that it is now a platform being utilized by corporations and their Strategic PR firms in astroturf operations (fake grassroots) to garner (illegitimate) community support for corporate issues.

Corporate astroturfing and infiltration of legitimate community groups has been clearly documented as taking place within the US food arena, including in the “natural” and “organic” food worlds. [See [viia] and [12c]]

In the April 14, 2015 WFHB podcast, cited above, and to his Change.org petitioners, Dr. Taylor specifically recommended that the “outside help” Bloomingfoods bring in, was NCG (National Coop Grocers). That message, along with the 161 signatures on his petition, was conveyed to the B’foods Board and the Board speedily complied; NCG conducted a “peer review” of Bloomingfoods.

Not two months later, NCG had assumed (temporary) control of Bloomingfoods!

Had Dr. Taylor conducted diligent, academic research, he would have found Mimi Yahn’s articles, written and published in January & early February, 2015: several months before his Change.org petition began. These articles conveyed clear warnings to the Member-Owners of U.S. food co-ops to, in particular, avoid utilizing outside national consulting help from .coop “experts,” including CDS Consulting Co-op and National Co-op Grocers (NCG).

Where else would one search for grassroots articles ushering in: dire warnings about threats to participatory democracy, undue corporate influence and bitter fights to wrestle legal control of the co-operative from the Owners, all taking place at U.S. Indy food co-ops? In Indy magazines, of course, which is exactly where Ms. Yahn’s articles may be found. [See Mimi Yahn: January 14, 2015 Losing Our Principles at The Commons Online; February 4, 2015 Searching for Democracy at the Putney Co-op at VTDIGGER.org; and February 11, 2015 Still Searching for Democracy at Putney Food Co-op at The Commons Online.]

The doors of academia – and its publications – do not readily open to a grassroots’ message; however Dr. Taylor, as a researcher of community-based co-operatives, should know that, and should have also conducted research in the Indy media arena.

In addition, Dr. Taylor did not disclose in this same podcast and on his Change.org website relevant professional relationships.

He is the co-author of an academic research paper, published in the August 2014 International Journal of Co-operative Management, entitled Unique Expectations of Co­operative Boards: taking on the challenges of the democratic enterprise, which he co-authored with Arthur Sherwood. See here, here, here, here and here.

Dr. Taylor and Professor Sherwood were academic colleagues at the Indiana University Vincent and Elinor Ostrom Workshop on Political Theory and Policy Analysis, when they co-authored this article in 2014.

Art Sherwood, a former Board member and past President of Bloomingfoods is also a CDS Consulting Co-op consultant, and has been since 2009; during his tenure on Bloomingfoods’ Board he was also a CDSCC consultant. (See the author’s articles, listed at the Cooperative Grocer Network, CDS Consulting Co-op and Researchgate.net. The above-mentioned article with Dr. Taylor was not found on all lists.)

Professor Sherwood was, therefore, at the time when he and Dr. Taylor co-authored and published their academic article in 2014, a consultant with CDS Consulting Co-op.

CDS Consulting Co-op and NCG have a working relationship, the full extent of which is unknown to the public. CDSCC names NCG as an affiliate on its webpage footer. Both .coop corporations, CDSCC and NCG, sponsor the Cooperative Grocer Network, along with the National Cooperative Bank (see page footer); CGN is a nonprofit, 501(c)6 trade association. A large number of NCG member and affiliate co-ops are also current or former clients of CDSCC, including Bloomingfoods: see here and here.

Was CDS Consulting Co-op advising Bloomingfoods’ Board & Management during the period Dr. Taylor began his petition at Change.org and recommended to the Board that NCG come in and do a “peer review?” It appears they were and have been for a period of (unknown) years. A review of available Board minutes finds, in the July 2, 2015 minutes, when B’foods was “tightening its belt” with NCG (temporarily) at its helm:

6. c. v. C8 —Governance Investment —CDS Consulting Status
1. CDS consultant Michael Healy offered consult on hourly basis or discounted rate for remainder of the year.
2. Kristina Wiltsee motions that we compensate Michael Healy on an hourly basis for the remainder of the year, and Dedaimia Whitney seconds the motion. All in favor, motion passes.

It is also quite noteworthy that Bloomingfoods is one of only 30 or so “Featured Clients” on CDSCC’s website.

Dr. Taylor’s actions in recommending that NCG – in  specific – be brought in to Bloomingfoods must be viewed in light of these newly-uncovered facts.

He had a responsibility to disclose these professional relationships when he was conducting grassroots, community organizing and mobilizing people both online and in Bloomington in 2015.

Dr. Taylor would be best served if he continued his academic research of co-operatives and left the “optimization of organizational self-governance” – i.e. the real community organizing at U.S. independently-owned and operated, community food co-ops – to the Member-Owners and families who actually OWN their food co-ops, are defending their food co-ops, and who actively practice participatory democracy at their co-ops.

Dr. Taylor did a disservice to those 161 Change.org petition signers and to all U.S. independently-owned and operated, community food co-opswhich are struggling for their very “independent” existence – by not doing his due-diligence research, by not first investigating Change.org, and by not being upfront about his professional relationships from within the national .coop business world. [See also [viij] and [xiic]]

[viih] See Dr. Taylor’s Change.org petition.

[vii i] Bloomingfoods, Bloomington Co-operative Services, Inc. website: see the April 17, 2015 Announcement.

[viij] Think “grassroots advocacy” isn’t for sale as a “service” to a .coop food corporation with a pocketbook (BIG food and BIG Organic included)? Corporations and their Strategic PR firms have been buying “grassroots” for years. See [12c], below.

Co-op Member-Owners are advised to become acquainted with terms, well-known for more than 20 years by national grassroots’ advocates, community organizers and nonprofits battling corporate greed & influence: astroturf, co-opted, skunkworks, stinktanks, sockpuppets and industry front groups. See this Teletruth webpage of newnetworks.com, one of the top consumer rights’ websites on the issues of telecommunications and broadband, for term definitions.

The Center for Media and Democracy has excellent primers on astroturfing, front groups, a front group portal and industry-funded organizations.

Stacy Malkan Co-director U.S. Right to Know, “a nonprofit organization working for transparency and accountability in our nation’s food system,” has a hot-off-the-press June 30, 2016 article, Monsanto Fingerprints Found All Over Attack On Organic Food. The story begins with Academics Review, described as “a non-profit led by independent academic experts in agriculture and food sciences,” co-founded by “two independent professors” who kept the “corporate [funding] fingerprints hidden.”

U.S. Right to Know also has an excellent 2015 report about front groups in  food: Our Investigation of Big Food and its Front Groups.

Friends of the Earth has also issued an excellent 2015 report Spinning Food How Food Industry Front Groups and Covert Communications Are Shaping the Story of Food.

Read the Center for Food Safety’s May 2013 report, A Guide to Food Industry Front Groups.

In a 2013 article, Dr. Mercola discloses how 50 Industry Groups Form a New Alliance to Manipulate Public Opinion About Junk Food, GMOs, and Harmful Additives: formed by food and biotech trade groups.

[viik] Please see the Herald Times article, Bloomingfoods Asking National Grocery Group for Assistance Amid Changes.

[viii] http://www.bloomingfoods.coop/wp-content/uploads/2014/09/AnnualReport.2015.ElectronicCopy.pdf

[viiia] http://www.heraldtimesonline.com/news/local/bloomingfoods-meeting-hints-at-more-layoffs/article_cf4184c7-a923-552b-9a5c-09449c1015a9.html

http://indianapublicmedia.org/news/bloomingfoods-layoffs-expected-business-declines-83509/

http://www.heraldtimesonline.com/news/local/bloomingfoods-co-op-announces-layoffs-amidst-increased-competition/article_aad9b893-840e-5b11-befe-ced2d02eacb9.html

Posted to Exopermaculture  by blogger and Bloomingfoods Member Ann Kreilkamp, on June 23, 2015. See, https://www.exopermaculture.com/2015/06/23/iconic-bloomingfoods-co-op-starts-to-right-its-ship/

http://indianapublicmedia.org/news/bloomingfoods-hires-general-manager-92167/

[ixa] http://www.ufcw.org/2015/08/07/bloomingfoods-workers-ratify-their-first-union-contract/

See Facebook: Unite Bloomingfoods.

[ixb]  See Bloomingfoods News: A Message from Paula Gilbertson.

[x] http://www.globalauctionguide.com/indiana-auctions/bloomingfoods-surplus-auction-s-267373.html

[xa] http://indianapublicmedia.org/news/bloomingfoods-hires-general-manager-92167/

See: Bloomingfoods General Manager Update

See Bloom Magazine, April/May 2016: Tony Alongi: Bloomingfoods General Manager

Member-Owners of the Hanover Food Co-op in NH started an independent, grassroots organization, after disagreements with co-op Management & Board over firings at their co-op, and other issues. See Concerned About the Co-op (CATC), here: https://www.facebook.com/concernedaboutthecoop

[xb] http://www.grubstreet.com/2010/09/the_park_slope_co-op_makes_mor.html

[xi] Lushin, Laddie, Esq. Co-op Member Labor Programs Under the Fair Labor Standards Act: A Matter of Economic Reality. Braintree, VT, 2009, page 9. See: http://www.eastendfood.coop/wp-content/uploads/2014/10/Laddie-Lushin-article.pdf

[xii] http://www.bloomingfoods.coop/wp-content/uploads/2015/12/151018-AnnualMeetingMinutes2015-DRAFT-1.pdf

[xiia] http://www.uwcc.wisc.edu/whatisacoop/History/#Development_in_the_United_States

http://www.historyhome.co.uk/peel/economic/owencoop.htm

https://scholarworks.iu.edu/journals/index.php/imh/article/view/10250/14211

Knupfer, Anne Meis. Food Co-ops in America. Ithaca: Cornell University Press, 2013. (See: http://www.cornellpress.cornell.edu/book/?GCOI=80140100986350)

[xiib] See GRASSROOTS ACTION: Board Messages Don’t Add Up Part I and GRASSROOTS ACTION: Board Messages Don’t Add Up: Part II.

[xiic] See my January 7, 2016 blogpost, GRASSROOTS ACTION and the Times Union ARE OH SO HELPFUL! and its section, THE SECRET AP NEWS ARTICLE: HWFC MLP ISSUE IS (SECRETLY) LEVERAGED TO GO NATIONAL.

See Professor Sharon Beder’s articles, Public Relations’ Role in Manufacturing Artificial Grass Roots Coalitions, Industry Conjurers and her list of publications, here.

Also, view this 2015 TEDx Talk by journalist Sharyl Attkisson, entitled Astroturf and Manipulation of Media Messages, here.

The Center for Media and Democracy’s project, Sourcewatch is a good place to begin your education about astroturfs and other terms used to describe corporate hijacking of real grassroots efforts, especially involving Strategic PR & Lobbying firms.

Newnetworks.com, a highly-respected national, grassroots group, advocating for consumer-based telecom issues, has accurate, concise definitions for: astroturf, co-opted, skunkworks and stinktanks, here.

Think (the appearance of) grassroots advocacy & activism isn’t for sale to those corporations which can afford to pay? Think again. Read this webpage of a top-rated D.C. “integrated public relations and public affairs agency,” advertising its “grassroots services,” when “lobbying alone isn’t enough:” seventwenty strategies:

Grassroots

Mobilize your constituents and be heard on the Hill.

Lobbying alone isn’t enough.

Every year, more than 100,000 bills are introduced at the state and federal level. Lobbying alone can’t always ensure your organization’s viewpoint is represented before lawmakers. To shape the legislative and regulatory outcomes that impact your organization and industry, Congress and state legislatures need to hear from “real world” experts—their constituents. Grassroots advocacy is the art and science of identifying citizens, educating them about the issues that matter and mobilizing them to take desired actions—when and where you need them, tapping their political power to influence legislative outcomes.

[xiid] http://cdsconsulting.coop/case_studies/featured.php

[xiie] See http://www.foodcoopinitiative.coop/about/model and

 http://library.cdsconsulting.coop/ (view page footer)

[xiig] January 14, 2015: Losing Our Principles by Mimi Yahn. Click here.

February 4, 2015: Searching for Democracy at the Putney Co-op by Mimi Yahn. Click here.

February 11, 2015: Still Searching for Democracy at Putney Food Co-op by Mimi Yahn. Click here.

[xiii] http://partners.ncga.coop/sites/default/files/2016%201st%20Half%20NCG%20Program%20Introduction.pdf and https://www.ncg.coop/find-co-op and http://www.bloomingfoods.coop/national-cooperative-grocers-helping-bloomingfoods-be-better-grocers/ and https://www.ncg.coop/partners-find/ny/honest-weight-food-co-op

[xiv] https://www.unfi.com/ and http://www.theshelbyreport.com/2015/08/20/ncg-signs-primary-distribution-agreement-with-unfi/

http://honestgreen.com/Pages/AboutUs.aspx

[xiva] https://www.last10k.com/sec-filings/unfi/0001020859-15-000165.htm

http://honestgreen.com/Pages/AboutUs.aspx

[xivb] https://www.tallan.com/company/client-stories/united-natural-foods/

[xv] http://www.businesswire.com/news/home/20151102005138/en/United-Natural-Foods-Extends-Distribution-Partnership-Foods

[xvi] https://biz.yahoo.com/e/150930/unfi10-k.html;_ylt=AwrBTzihoyNXGcoAhKxXNyoA;_ylu=X3oDMTBybGY3bmpvBGNvbG8DYmYxBHBvcwMyBHZ0aWQDBHNlYwNzcg–

[xvii] IBED and http://www.benzinga.com/analyst-ratings/analyst-color/16/04/7824229/united-natural-foods-downgraded-to-underweight-at-morgan#ixzz479SygNGH

[xviii] https://www.organicconsumers.org/essays/organic-monopoly-and-myth-natural-foods-how-industry-giants-are-undermining-organic-movement

[xix] https://www.ncg.coop/newsroom/ncg-signs-primary-distribution-agreement-unfi

http://www.progressivegrocer.com/industry-news-trends/wholesalers-distributers/unfi-named-primary-distributor-national-coop-grocers

[xixa] http://partners.ncga.coop/sites/default/files/2016%201st%20Half%20NCG%20Program%20Introduction.pdf

[xx] http://cdsconsulting.coop/case_studies/bloomingfoods-market

http://www.cdsconsulting.coop/consultants/art-sherwood

http://www.grocer.coop/system/files/legacy_files/cooperative_strategic_leadership.pdf

[xxa] https://www.facebook.com/CDSConsultingCoop

http://www.putneycoop.com/bylaw-changes/

[xxi] https://www.exopermaculture.com/2015/06/23/iconic-bloomingfoods-co-op-starts-to-right-its-ship/

http://www.cdsconsulting.coop/contact/

[xxii] http://strongertogether.coop/

[xxiia] http://history1900s.about.com/library/photos/blywwiip211.htm

[xxiib] On June 8, 2014, WFM moved into space from our former Sears store at a mall in Albany, NY, too, less than a year after we moved to our brand new storefront on June 19, 2013. See: http://www.bizjournals.com/albany/news/2014/05/19/whole-foods-pinpoints-opening-date-for-albany.html  and http://www.honestweight.coop/page/history-18.html.

[xxiic] Posted October 9, 2014 to Exopermaculture by blogger and Bloomingfoods Member-Owner Ann Kreilkamp at https://www.exopermaculture.com/2014/10/09/bloomingfoods-co-op-crisis-act-ii-unite-bloomingfoods-unite-marches-to-board-meeting/

[xxiii] http://www.bloomingfoods.coop/bloomingfoods-board-of-directors-announce-consolidation/

[xxiiia] http://blogs.hoosiertimes.com/govtracker/?p=10220

[xxiiib] https://www.exopermaculture.com/2016/04/29/bloomingfoods-and-me/

http://www.heraldtimesonline.com/news/local/bloomingfoods-elm-heights-grocery-to-close-in-may/article_26d64686-0c88-11e6-a031-9b3d1f1feff7.html?mode=comments

http://www.bloomingfoods.coop/wp-content/uploads/2016/05/OwnerMeetingQA.pdf

[xxiv] https://nrhiller.wordpress.com/2013/07/03/a-hoosier-for-bloomingfoods-elm-heights/

[xxiva] http://www.fielddayproducts.com/fd_retailers

http://finance.yahoo.com/q/pr;_ylt=A0LEVyHFW2BX.tsA6jVXNyoA;_ylu=X3oDMTEyNHE5czNjBGNvbG8DYmYxBHBvcwMyBHZ0aWQDQTAyNzVfMQRzZWMDc3I-?s=UNFI

http://www.bloomberg.com/research/stocks/private/snapshot.asp?privcapId=241113902

[xxivb] https://www.last10k.com/sec-filings/unfi/0001020859-15-000165.htm

[xxivc] http://www.selectnutrition.com/about-us/select-story

[xxivd] http://www.fielddayproducts.com/fd_values#organic1

[xxive] http://www.cornucopia.org/dairysurvey/index.html

Also, see this blogpost, “Horizon, Aurora, and Woodstock Organic Milk get the Smackdown from Cornucopiahttp://eatdrinkbetter.com/2008/10/29/horizon-aurora-and-woodstock-organic-milk-get-the-smackdown-from-cornucopia/

[xxivf] http://www.cornucopia.org/dairysurvey/FarmID_173.html

[xxivg] http://www.progressivegrocer.com/industry-news-trends/national-supermarket-chains/kroger-luckys-market-announce-strategic-partnership

[xxivh] https://www.last10k.com/sec-filings/unfi/0001020859-15-000165.htm

[xxivi] https://www.last10k.com/sec-filings/unfi/0001020859-15-000165.htm

[xxivj] https://www.organicconsumers.org/essays/organic-monopoly-and-myth-natural-foods-how-industry-giants-are-undermining-organic-movement

[xxivk] http://www.bloomingfoods.coop/wp-content/uploads/2014/09/AnnualReport.2015.ElectronicCopy.pdf

[xxivl] http://www.bloomingfoods.coop/board-meetings/

http://www.grocer.coop/sites/cg7oa2.int3/files/article_files/182_michel-sharing_stories.pdf

[xxv] At least $500,000 of which was spent on consultants and lawyers by the former Board!

[xxvi] http://www.uwcc.wisc.edu/info/history/ben_franklin.html

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

GRASSROOTS ACTION Needed by Bloomingfoods Food Co-op Owners in Indiana

PLEASE see the update to this blogpost, dated June 14, 2016, here.

GRASSROOTS ACTION IS POWERFUL!

Posted by Laura Hagen, HWFC Member-Owner

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


UPDATE, April 27, 2016: I received many requests from readers to re-post this story, which I did so this morning. Originally posted here as GRASSROOTS ACTION and Large Voter Turnout Tomorrow WILL SAVE OUR CO-OP on April 16, 2016, it now has its own brand new title. Content about our HWFC Annual Nominations & Elections has been deleted (because they are over and we won! and here and here are those results!)

UPDATE, April 27, 2016 Bloomington, Indiana’s food co-op, Bloomingfoods, Board/  Management releases announcement about store closings and more possible employee layoffs. After a public meeting held by the Board/Management of Bloomingfoods last night, Tuesday, April 26, 2016, this announcement was released this morning.

See the online Herald Times article in Bloomington, Bloomingfoods Elm Heights Grocery to Close in May, here. Read the comments and post comments, if you are a subscriber to the HT.


April 16, 2016
Updated April 27, 2016

PAST IS PROLOGUE
THE DANGER FOR HWFC IS NOT OVER YET

         Past is Prologue? An eerily similar circumstance to Honest Weight Food Co-op (HWFC) in Indiana? Is HWFC really out of the woods yet?

The following story is about the devolution of Bloomingfoods, a Bloomington, Indiana food co-op founded in 1976, the same year as HWFC, and which also, coincidentally, grew to have a similar numbers of shareholders as HWFC (~13,000 to HWFC’s ~12,000).

It is also about the Honest Weight Food Co-op, located in New York’s capital city, Albany, and a group of Member-Owners of that co-operative fighting that same devolution.

Recent history at both of these American food co-ops is – in significant ways – eerily similar. Bloomingfoods’ story could be Honest Weight Food Co-op’s story.

BLOOMINGTON, INDIANA AND ITS CO-OP, BLOOMINGFOODS

          I am, in addition to being a longtime Member-Owner of HWFC, a Member-Owner of Bloomingfoods Co-op. I lived in Bloomington for several years, returning to Albany in 2013.

My first action when arriving in Bloomington – a small, beautiful, friendly, liberal mid-western college town – was to join their co-op, Bloomingfoods. I support US food co-ops wherever I go! I had always shopped there whenever professional and personal reasons brought me to town. I was pleased that they had grown – from just the original, funky, converted, two-story home, downtown, made from local Indiana limestone – to having three storefronts, convenient to both residents and Indiana University students.

Bloomingfood’s prices, although higher than the local Kroger’s, were still always much lower than prices I paid at HWFC (not factoring in our 24% discount for weekly Member-Owner Labor): Bloomington has a lower cost of living than Albany. I was impressed with the large selection of local Amish foods available; those prices were usually the lowest. Bloomingfoods also supported and hosted local Farmer’s Markets, both in the Eastside parking lot on Tuesday afternoons, and at the Near Westside store, on a street closed to traffic on Saturday mornings. B’foods was proud of its connections to local Indiana and mid-west farms and I had no difficulty purchasing local, organic fruits, vegetables & pastured eggs & meat.

I did most of my food shopping at B’foods, but I didn’t have the time to do Member Work, nor get involved. However, Member Work only gained me a 10% reduction in purchases at the register. I could just as easily take advantage of both once-a-week Member Day discounts and one monthly Wildcard Day (both 10% off). [1]

This made me really appreciate the value of our 24% discount as weekly working Member-Owners at HWFC!

BACK HOME TO HWFC
BOARD & MANAGEMENT SECRET OPERATIONS

          In 2013, I returned back home to Albany, NY, resuming Member-Work and shopping at HWFC, albeit in its brand new, shiny, big, store on Watervliet Avenue.

On October 23, 2015, our former Board made a direct threat to the legal power of the Member-Owners by attempting to end our Member-Owner Labor Program (MLP) which would have both removed us from store operations and also, consequently, ended our right to vote. Without the right to vote, Member-Owners would lose their legal control of the co-operative corporation. [2]

Rather than the standard Board communication – the electronic “Inside Scoop” – it was a small piece of paper tacked up to the Board’s cork board near the exit, on that Friday, which announced the Board’s intent to

“…end member labor on the floor and administration by January 1, 2016…” [2a] [2b]

Acting President Deb Dennis and her Board attempted to do this behind the backs of Membership, blatantly ignoring the fact that changes to the MLP rest solely and unambiguously with the Member-Owners of our co-operative corporation, as per our bylaws.

The loudest argument we kept hearing from the former Board was that member discounts at HWFC were what was killing our co-op’s budget and had to go. [3]

At the same time they were attempting to end our MLP, there was a strategic and pervasive push by the former Board focused on changing those same bylaws. We uncovered what were clearly-manipulated Strategic Planning and Bylaws Task Force planning processes, both managed by outside consultants: a team of national .coop “experts” and a firm whose work includes “… leading organizational change.[4]

I was shocked by the entrenched pattern of the Board and three-person Leadership Team (top Management or LT) working together in secret: excessively long and repeated Executive Sessions, and the prolific & expensive use of national .coop consultants, local consultants, a Strategic PR & Lobbying firm and (two) law firms, which were utilized in secret after Membership was asked to leave the room …and the Board room door was shut. [5]

There is no doubt about the fact that this former Board intended to do away with our MLP and, thereby, our right to vote. A secret letter, hand-couriered [6] to the NYS Department of Labor (DOL) [7] – uncovered through a FOIL request by a Member-Owner of HWFC, Julie Harrell [8] – not only made it clear that the Board was “transitioning” the co-op, but that Management (LT) would be participating in this process of “transition.”

The former Board shared their secret “transition” plan with the DOL – the top labor regulatory body in NYS – in flagrant disregard of the fact that our bylaws require Membership vote and approval of any changes to our MLP: a vote which had never taken place.

At a subsequent secret meeting with the NYS DOL – attended solely by two law firms hired by the Board and Board-invitée Ursula Abrams, co-Chair of the HWFC Governance Review Council (GRC) – the MLP issue was pushed. [9] [9a] [10]

Why? As far as we can figure – given that secrecy still shrouds this operation – their intent was to, in effect, turn our co-op into the DOL, in the hopes that DOL would issue a written ruling that Member Labor Programs at NYS food co-operatives, are (somehow) illegal. [11]

This Board of Directors, in its decision to attempt to manipulate the top labor regulatory body in NYS into sanctioning our MLP – while knowing full well that the corporation’s owners knew nothing of this plan – utterly ignored its fiduciary responsibility to that co-operative corporation and its Member-Owners.

Secrecy had to be utilized by this former Board in their dealings with the NYS DOL; a plan with this level of skulduggery would never have passed the muster of the Member-Owners.

Not only was this Board utilizing two legal teams – one with offices in Washington, DC – it had hired a very expensive Strategic PR & Marketing firm, partners with one of the state’s top-ten lobbyists, here in the state which hosts Wall Street. [12] This PR firm, which was also registered as a lobbyist for HWFC [12a] – was using its citizen-busting ‘professional grassroots’ techniques (aka an “astroturf operation” ) to thwart the authentic grassroots advocacy efforts of Member-Owners. [13] At every step of the way, Member-Owners were prohibited from talking to one another;  communication was systematically and professionally hijacked. Disinformation was rampant and our our grassroots’ strategies were sabotaged almost before we implemented them. [13a] [13b]

Very recently-uncovered contracts and correspondence between the HWFC Board, Management and this same firm, confirm the fact that it was retained to assist the Board in its efforts to “sunset the member worker program.” [14]

Finally, this former Board was under contract with CDS Consulting Co-op and its CBLD program: CDSCC is a national .coop firm of co-operative experts, advising many other food co-op Board’s across the country and promoting its Co-operative Board Leadership Development program:

Cooperative Board Leadership Development (known as CBLD and pronounced C-build) is an award-winning innovative program designed to support your board and general manager (GM). [15]

That it did.

FAMILIES DEFEND THEIR LOCAL FOOD CO-OP, TOGETHER

          Well, in just 38 days, petitioners for an emergency meeting confronted these threats to our co-operative corporation, and on November 30, 2015 held an historic emergency Special Membership Meeting (SMM) attended by ~710 people, 620 of whom were voting Member-Owners of HWFC, which, ultimately, disempowered that Board and resulted in two-thirds of our Management Team (LT) leaving within several months. [16] [16a]

The former Board’s secret maneuvers, their massive PR & astroturf campaign to change our bylaws, remove us from operations, end our Member-Owner Labor Program and, thereby, the power of our vote …were uncovered, as was the (previously unknown) $75,000 in bonuses paid to our three-person Leadership Team (top Management) over three years. [17]

Current Board counsel has advised that our MLP is defendable – given our current bylaws – and supported under NYS law. [18] The former Board’s claims that our MLP was killing our budget have been proved false. What was killing our budget was the $ .5 million this Board spent to “eliminate member labor and [on the] strategic planning to design its replacement”!!  [see 17] $500,000 of our collective co-op savings was utilized by this Board to pay CDS Consulting Co-op, Shem Cohen of Change Events, Inc., Corning Place Communications, Dowling Law PLLC, and  Couch White LLP …to aid this Board in their stealth agenda of separating ownership of our co-operative from us, the Member-Owners. [19]

One of the first moves our new Board members took, in January, 2016, was to place an immediate moratorium upon the use of all consultants & an immediate review of any and all lawyers’ projects. That bleeding was stopped dead in its tracks …as was the whispering of national .coop consultant experts into the ears of any and all Board members & Top Management who cared to listen. [19a]

The former Board’s secret DOL letter & secret DOL meeting had been intentionally launched after the Board had been explicitly told by the Owners of the corporation to stop! Their letter was hastily hand-couriered: two days after acting President Deb Dennis had placed in her hands the petition calling for an emergency meeting and Board recall elections. Their meeting took place: two days after our emergency Special Membership Meeting, attended by 620 voting Member-Owners!

As one of her last moves as our co-operative’s acting-President, Deb Dennis, with a little help from the PR firm she had hired, participated in an AP interview – not disclosing the fact of the interview until it was over. According to Dennis, this interview took place on December 2nd or 3rd, also after our emergency Special Membership Meeting. This January 3, 2016 article, Will work for food? Co-op programs end amid labor-law fears, advertises this Board’s perspective on their secret DOL meeting and it serves to dish up fears about food co-op MLPs …to a national AP audience. [19b] [19c] [19d]

Clearly, completing this undercover NYS DOL mission was a top priority – as was spinning it nationally. And, just as clearly, Deb Dennis’s Board knew no bounds when it came to usurping & wielding power.

Bill Frye, the President just prior to Deb Dennis, was quoted on October 16, 2015, as this Board’s secret agenda was rolled-out, by Albany’s Times Union reporter, Tim O’Brien: [19e]

“‘We would like to get the member workers off the floor of the store. It’s very expensive,’ he said … ‘They are really not as a effective and efficient. They almost have to be retrained every time they come into the store. They also like to chat.'” [20]

Bill Frye was removed from the Board – forty-five days after this quote hit the NY capital’s streets – at its emergency SMM on November 30th …by a packed room, full of the owners & their families of this 39 year-old co-operative corporation, many of whom “like to chat.” The Board secretary, John Serio, did not retain his Board seat. Three new Board members, supportive of our MLP and transparency, were elected: Carolynn Presser, Kate Doyle and Nate Horwitz.

69% of the Membership voted no confidence in current Management, the three-person Leadership Team (LT) of Duke Bouchard, Lexa Juhre and Lilly Bartels, as well as voting to implement a new Management structure (both straw polls). [20a]

Finally, 85.7% of Member-Owner voters at the SMM – 504 people – voted to disapprove the Board’s decision to “…end member labor on the floor and administration…” [21]

On January 5, 2016 four members of Deb Dennis’s Board stepped down, including Dennis herself. In Tim O’Brien’s Times Union article published the following day, Four Resign from Honest Weight Food Co-op Board, Dennis confirmed

that her Board spent about $257,000 on legal fees in six months in “‘an attempt to change the bylaws and end the [Member Labor] program…’ ”  She complained that the “board’s new majority … has ‘put together a proposal to maximize member labor, to do even more.’ ”  The article continues, “A state Labor Department spokesman told the Times Union in November no co-op in New York had ever been cited for minimum wage violations, and the question of whether members should be paid would depend on how ownership is structured.”

Three months later, on April 17, 2016, at our Membership Meeting & Annual Elections, we took the Board, (mostly). Approximately 385 people attended the meeting, 371 were eligible voters and 355 ballots were cast (of these only one was spoiled). Of the three Board members we elected at our emergency SMM on November 30, 2015, all three have maintained seats on the Board; Carolyn Presser and Kate Doyle were re-elected by a large majority in April, and Nate Horwitz, who was not up for election, remains seated as our Board President. [22] [23] [23a]

That small piece of paper tacked up to the Board’s cork board – pulling the trigger on their stealth plans to end our Member-Owner Labor Program, our vote, and our control of our co-operative corporation – had been silently pinned up on a Friday afternoon, October 23, 2015.

The following morning, Member-Owner Chris Colarusso initiated a petition for an emergency Special Membership Meeting (SMM). She said that it only took 1 1/2 hours to get 65+ Member-Owner signatures.

Her legally-executed document signed by the Member-Owners of our food co-operative corporation and calling for an emergency meeting of the Membership – was placed in acting President Deb Dennis’s hands by Chris on Saturday, October 24th …a little more than 24 hours later.

Chris came to that Saturday morning co-op meeting, prepared, with her small piece of paper. We all owe a large debt of gratitude to Chris for her unerring & clear-thinking ability to gauge the temperature of the times …and act at the exact right moment demanded by the tsunami overpowering our co-op’s strong, local, community footing. [23b]

Democracy prevailed.

This story is an incredible testament to the living, breathing power of local families helping each other out, using real community, real co-operative, and real grassroots action, all of which are alive and well at this American food co-op, near the banks of the historic Hudson River, in Albany, NY.

~~~

A thoughtful citizen advocate might, at this juncture, take the time to pause, reflect …and ask:

Just what was the Board of a modest upstate NY food co-op doing spending a half-million dollars (!) to buy the services of: two law firms – one with DC offices; PR strategists & registered lobbyists – partners to a NYS top-ten lobby firm; a nationally-recognized .coop firm – building airtight Board-GM alliances  …and an organizational change agent?

Was this merely the oft repeated tale of a local, community Board filled with visions of its own grandiosity …or is there another layer to this .coop story?

Clearly we food co-op Member-Owners need to stay on our guard.

BACK TO THE HOOSIER STATE & BLOOMINGFOODS  [24]

          Several weeks ago, I was again in Bloomington.

I was shocked at the state of Bloomingfoods.

This forty year old – formerly thriving and vibrant Member-Owned & locally-owned food co-op, beloved by Bloomington families – and a lot like Honest Weight Food Co-op – has:

1. Permanently lost its “Owner Volunteer Program” (last summer);
2. Changed its “Owner Discount Structure” for the worse; [25]
3. Significantly reduced the sale of locally-grown and/or produced foods;
4. Seen the closing of its flagship (funky & well-loved!) first storefront; [26]
5. Seen the layoffs of Employees;
6. Seen the layoff of Managers;
7. Announced it expects see more staff layoffs;
8. Experienced turmoil when unionizing activities occurred, which were, initially, put down by union-busting attorneys hired by the Board; [27] [27a][27b] [27c] [27d] [27e]
9. Expanded, with not one but two new outlets, within the same year – only to find the recommendations they received from consultants, and others, to expand had financially over-extended & weakened them; [28]
10. Seen the closing of the wonderful garden center at the Eastside store;
11. Experienced Board meetings to which Member-Owners were denied entrance and participation;
12. Got its Member-Owners – who personally invested money in the co-op – very worried about the loans they have made to Bloomingfoods;
13. Lost 20% in revenue, in part, when a Lucky’s (a Colorado-based natural & organic chain) moved in to town last year; [28a]
14. In its future, a Whole Foods, which is targeted to open next year: its possible location, the Sears’ store at the mall (minutes away from the Eastside co-op store); [29] [30]
14. Seen its (formerly modest) prices skyrocket (!), forcing shoppers to seek lower prices elsewhere in town;
15. Had its operations temporarily taken over by acting GM Paula Gilbertson from National Coop Grocers (NCG). [31] [32]

Member-Owners of Bloomingfoods appeared to have lost control of their locally-owned, locally-operated food co-op. In June 2015, its operations had been temporarily assumed by a nationally-based corporation, National Coop Grocers. [32a]

NATIONAL CO-OP GROCERS AND UNITED NATURAL FOODS, INC.: THE BIGGER PICTURE

Bloomingfoods, like Honest Weight Food Co-op, is a member co-op of National Coop Grocers. NCG is “a business services cooperative for retail food co-ops located throughout the United States.” It “…represents 143 natural food co-ops operating 196 stores in 38 states, with combined annual sales of $1.8 billion.” NCG’s primary distributor is United Natural Foods, Inc., (Nasdaq: UNFI), with whom it signed a “primary distribution agreement” in 2015, good through at least July 2021.  NCG and UNFI have had a contractual relationship since 2006. [33] [33a] [33b] [33c]

In the August 20, 2015 press release announcing the new UNFI / NCG agreement, UNFI’s President and CEO Steve Spinner stated,

As a virtual chain, NCG is one of our largest and fastest growing customers in the last 10 years. Our connections to food co-ops go back to our company’s founding and we are excited to be selected once again as the best fit to serve the needs of this important sector. [emphasis added] [33d]

(Note: readers are advised to research and understand the economic & marketplace term “virtual chain” or “virtual value chain.”) [33e]

UNFI is also the primary distributor for Whole Foods Market (Nasdaq: WFM) and has had distribution agreements with WFM for 17 years. Their “primary distribution agreement” was also re-negotiated in 2015; it extends until September 2025. WFM is “UNFI’s largest customer.” [33f][33g] [33h] [33i]

UNFI’s net sales for fiscal year 2015 was $8.18 billion. 32% came from the category called “independently owned natural products retailers, which include buying clubs;” this includes NCG and its US food co-ops, with combined annual sales of $1.8 billion. [33j] [33k] [33l] [33m] [33n]

Whole Foods Market, UNFI’s only supernatural chain, made up 35% of UNFI’s net sales in FY 2015. [33o]

With conventional supermarkets making up only 26% of FY 2015 net sales, UNFI’s independently owned natural products retailers, which include buying clubs – which also includes NCG and its member co-ops – are, at 32%, vying with Whole Foods as UNFI’s largest customer. [33p]

TALKED TO THE LOCALS IN BLOOMINGTON

          What stunned me at Bloomingfoods was the change in prices! Everything had gone up! I called my husband and we compared prices between the exact same brand items here at HWFC and there at Bloomingfoods: pre-packaged foods like organic, bottled tomato paste, coconut & olive oil, Coconut Aminos, gluten-free crackers. Everything was more expensive than at HWFC.

Unlike several years ago – when Bloomingfoods prices were always cheaper than HWFC – there was a complete reversal: this mid-western food co-op was charging prices higher than an upstate New York co-op! In fact, prices had gone up since my last visit to town in October, 2015, only five months ago.

A change in the cost of living in Indiana (there has not been a significant change) does not explain nor account for this dramatic rise in Bloomingfood’s prices.

No longer is Bloomingfoods in Indiana cheaper than HWFC in New York. Those days are gone.

Gone was the large selection of locally-grown or produced Amish foods. For example, I could find no Amish cheeses at the West Side co-op; the price for local Amish chicken had skyrocketed. More in evidence was meat from (national?) suppliers, with brand names I was unfamiliar with. I could find no local, grass-fed, grass-finished beef (in the midwest?)! The cost of organic butter was absolutely not affordable. I could not find the local, inexpensive Amish butter I used to buy.

And sauerkraut? Again, this is the mid-west, Indiana is home to Amish, Mennonite and plenty of German & Swiss families; sauerkraut is a staple, one of the four basic food groups! They had Bubbie’s, which I used to buy at HWFC (until I researched how it is processed and quickly switched to a locally-produced, live, organic, sauerkraut from the Hudson Valley or from Hawthorne Valley Farms in Harlemville, NY): the price for either Bubbie’s or a locally-made sauerkraut was astronomical!

I talked to Member shoppers, several staff, and community members in Bloomington. A staff member, when I asked what was going on with prices and a change in atmosphere at the co-op said (a direct quote): “I don’t know man, it’s almost like we were taken over or something.” A floor manager cheerfully said they had a new GM and they were tightening their belts. A friend who has friends who are personally & financially invested in Bloomingfoods, stated her friends are afraid for their financial investment (Member-Owner loans) in Bloomingfoods.

Gone were the shelves at the end of an aisle with locally-made crafts, candles, jewelry & kitchen gadgets, which I always loved!: replaced with that week’s latest promotional or (non-local, nationally-promoted) sale item.

The three storefronts I visited (one, Elm Heights, was brand new to me; see endnote 24) were all glossy, clean, high-end looking: chic-chic. The shelves were very neatly stocked & full.

Bloomingfood’s flagship store – the funky, two-story, comfy “home” – was gone. Its doors are closed. [See endnote 26: a picture is worth a thousand words.]

Bloomingfoods uses the same paper goods as HWFC and, if memory serves, the same paper bags (with the handles that always break). The sale flyers look the same as ours. Every aisle is picture-perfect, in fact, the product layout on shelves could have been a mirror to that at HWFC.

Our two co-ops have been transformed to look more like expensive food boutiques…

…rather than the place to both purchase low-cost, high-quality, sustainable, locally-grown & produced organic foods, and work shoulder-to-shoulder with our neighbors, as our families connect up with and support local, organic farm families.

This food co-op in Indiana, with its glossy, picture-perfect store lay-outs and fully-stocked shelves, is in trouble. An adjunct professor friend of mine told me she can no longer afford to shop at Bloomingfoods; she hits sale days at Lucky’s (Wednesdays) and has switched to shopping almost 100% at Krogers. [34]

WHAT HAPPENED TO B’FOODS MEMBER-OWNER LABOR PROGRAM?

          On April 10th, I emailed Bloomingfoods and asked what had happened to the Member-Owner Labor Program. This is, in part, the reply I received from Jean Kautt, Marketing and Member Services Manager, Bloomington Cooperative Services Inc.:

We discontinued our owner volunteer program last summer for several reasons (this was publicly announced at our annual meeting in October [2015])…

…Nationally, most co-ops have had to discontinue their volunteer programs due to changes in labor laws, tax laws, and insurance liabilities. It has gotten very complicated in the past 40 years! After conferring with our legal advisor and our labor union representative, it was apparent that we were no longer able to offer the volunteer opportunities we had in the past. We are still exploring other ways for our owners to be active at the co-op, and with a national network of almost 200 co-ops to share information with, there are some good ideas out there…[34a]

I was instantly sensitive to the use of the terms “volunteer-owner” “volunteer program” and “volunteer opportunities,” when referring to, what we here at HWFC call our “Member-Owner Labor Program” or MLP. Here, the word “owner” had virtually disappeared.

In addition, using the term “volunteer” when referring to Member-Owner Labor, sets up a red flag! A nationally-recognized expert on co-operative and nonprofit law, Laddie Lushin, Esq., in his 2009 article, Co-op Member Labor Programs Under the Fair Labor Standards Act: A Matter of Economic Reality, recommends as a first priority to not utilize this word, when strengthening your food co-op’s Member-Labor Program! He states, “Using volunteer terminology thus prejudices the co-op’s legal posture by suggesting a basis for exemption that is clearly bogus.” [34b] [34c]

Yet, here, we find Bloomingfoods’ descriptors and PR intentionally waving this red flag!

The information in Ms. Kautt’s email about the owner volunteer program being discontinued last summer, conflicts with what the minutes from B’foods October 18, 2015 Annual Meeting state. In those minutes we find no mention of the ending of the “owner volunteer program,” rather, the statement:

Bloomingfoods Ambassadors Volunteer Program. We are extremely limited on in-store volunteer opportunities due to labor law and other factors, so we are introducing the Bloomingfoods Ambassadors Program to allow our owner-members to volunteer with organizations in – line with our ENDS statement for a discount/incentive at Bloomingfoods. [emphasis added]

Once again, the standard and vague “labor law and other factors…” language is utilized.

It appears the “owner volunteer programwas replaced with the “Ambassadors Volunteer Program.” Please read this document,  A Letter to Shareholders, written by HWFC Member-Owner and attorney, Kate Doyle, to understand the significance of Member-Owner work as part of store operations. This will explain how removing Member-Owners of a food co-op from operations, serves to threaten Member-Owner ownership of that same co-op. [see 2b and 34a]

Getting rid of “owner volunteers” and replacing them with “ambassador volunteers” is not just semantics: intentionally choosing the word “volunteer,” while also eliminating the word “owner” has legal consequences for the Owners of the co-operative corporation. And, the program itself has also, handily, eliminated the  “owners” from day-to-day co-op operations; another action which has legal consequences for those who own the food co-op.

This may serve the needs of the Board & Management (and outside consultants); it does not serve the Ownership rights of Bloomingfoods’ co-operative corporation Member-Owners.

Clearly, expert legal advice was utilized by Bloomingfoods Management (?), Board (?), consultants (?) in morphing Bloomingfoods’ Owner Volunteer Program into its Ambassador Volunteer Program.

This same move, by the way, was played at our co-op, in New York.

We responded by calling an emergency Special Membership Meeting and stopping it dead in its tracks.

It is also not factual to state that, “Nationally, most co-ops have had to discontinue their volunteer programs…” There are many US food co-ops which continue to utilize Member-Labor as a fundamental part of co-operative structure. [35]

I also would like it confirmed that B’foods brand new labor union – the UFCW Local 700 – (see 27e) did, in fact, agree that B’foods could “…no longer … offer the volunteer opportunities we had in the past…”, as this email implies. A union, agreeing with Management, to sunset Member-Owner Labor at a co-operative? Really?

I was struck by how utterly similar Bloomingfoods’ (or at least their Marketing and Member Services Manager’s) reasons for ending their Member Labor Program were, to the reasons put forward by our former Board. Some of the language in this April email was virtually identical to words uttered by HWFC former Board Members last October, when they attempted to permanently shut down our Member Labor Program.

Funny, this email says that things have “gotten very complicated in the last 40 years.” HWFC and Bloomingfoods co-ops have both been locally-owned and operated for 40 years – very successfully. I don’t remember any “complications” during that time period – here at HWFC in NYS anyway [36] – which necessitated ending our Member-Labor Program for good. I can’t believe that things are that much more “complicated” in the state of Indiana; if anything, New York is the state always blamed for its onerous regulations & complications!

~~~

It is a very recent phenomenon, this idea being promoted nationally, that Member-Labor – and, hence, Member control and local control – are threats to a co-operative corporation. These are, in fact, fundamentals of a co-operative! Yet here we find Member-Owners at two different food co-ops being fed the same vague, undefined, threatening language, “changes in labor laws, tax laws, and insurance liabilities:” language being wielded as a tool to dis-empower co-op Member-Owners…

…no, let me call a spade a spade: these vague threats are being wielded to peel away the control & ownership of a co-op from the Member-Owners.

Local control of US food co-operative’s is under attack; control of organic food is being undermined. The individuals & families who are invested in their co-op and who are also deeply invested in their local, hometown community are losing control of both their food co-ops and their food supply.

This attack appears to be coming from the top down – from the national level – not from the bottom up – from the community, grassroots level.

HOW MANY B’FOODS EMPLOYEES WERE DOWN-SIZED OR LET GO?

       The NCG representative, Paula Gilbertson, assumed the role as acting GM of Bloomingfoods in June, 2015. That same summer, Bloomingfoods’ “owner volunteer program” was permanently shut down.

In addition, significant staff layoffs were announced. I’ll let media articles & blogposts speak for themselves:

Bloomingfoods: Layoffs Expected As Business Declines
June 15, 2015

The co-op is reducing overhead in order to operate profitably with lower sales and several middle management positions were eliminated last week resulting in a number of layoffs,” acting general manager Paula Gilbertson [from NCG] said in a press release…

She says more layoffs are expected as Bloomingfoods management seeks continued reductions in its operating expenses. [37]

Bloomingfoods Co-op Announces Layoffs Amidst Increased Competition
June 16, 2015

Bloomingfoods Co-op has laid off 18 middle management employees in the past week — with more expected… [38]

Bloomingfoods Meeting Hints at More Layoffs
June 23, 2015

See the Herald Times article. [39]

Iconic Bloomingfoods Co-op starts to “right its ship.”
June 23, 2015

…on June 9, 2015, the General Manager resigned and everybody heaved a sigh of relief. This was a needed first step taken by a board that had since added two (or three?) new members and had gradually and subtly moved from its years-long default position of doing whatever the GM wanted to understanding and acting independently.

Within a few more days, 40 management positions were eliminated, with more to come… [40]

Bloomingfoods Hires New General Manager
Jan 12, 2016

about a dozen members of the managerial staff were let go. [41]

MORE TO THE STORY, a dot coop FIRM: CDS CONSULTING CO-OP …YET AGAIN
NATIONAL CONSULTANTS HAVE OUR BEST INTERESTS AT HEART?

          It is noteworthy that both co-ops, Bloomingfoods and HWFC, have been or are clients of CDS Consulting Coop; in fact, Bloomingfoods is a featured client on CDSCC’s website and its former three-term, Board president, Art Sherwood was and is a CDSCC consultant. Both of these US food co-ops – Bloomingfoods and HWFC – have relied upon the consulting services of this nationally-advertised .coop firm, with national interests and national ties: interests not necessarily based in nor springing from each of the local communities of these two food co-ops. [42] [43] [44] [45] [46] [47] [48] [49]

Contrast the glowing picture painted of Bloomingfoods by CDSCC – one of their featured clients – with this assessment of the co-op by National Co-op Grocers (NCG), at the time acting GM Paula Gilbertson arrived from NCG. This was captured on June 23, 2015 by blogger and Bloomingfoods’ Member-Owner Ann Kreilkamp:

Last night I attended a Member/Owner OpenHouse set up by the Bloomingfoods board, to let us know what has been going on with the reorganization, spurred on by the assessment and guidance they — or rather, WE — are receiving from the National Coop Grocers Association, which serves 150 co-ops nationally, and has been brought in during this crucial transition to help stem the bleeding which, according to the NCGA, is the worst they have seen. Though food co-ops nationwide are going through hard times, for Bloomingfoods, ‘the path to solve for cash-positive is the most difficult we’ve ever encountered.’ [emphases added] [50]

One has to pose the obvious question: if CDSCC’s consulting services for Board & Management training are so successful, why is this CDSCC-featured co-op – in such dire straits? Why is Bloomingfoods “the worst they [NCGA has] seen,” according to this B’foods Member-Owner’s blog report?

NCG’s assessment – “‘a path to solve for cash-positive [which] is the most difficult we’ve ever encountered…'” should include a recommendation to the Member-Owners of Bloomingfoods to review the deliverables to and the cost of this national group of .coop consultants, for all contracted years. [see endnote 46] [51]

~~~

Author and Member-Owner of the Putney, Vermont food co-op, Mimi Yahn has written about CDS Consulting Co-op, with a wake-up call to US food co-op owners to guard their bylaws…and their borders. In her January 14, 2015 article in The Commons, Losing Our Principles, she states:

…The wording in the CDS bylaws template eliminates nearly everything that makes the current by-laws specific to the Putney Co-op and to cooperative governance. It is generic and vague enough to make for an easy and completely legal transition from a cooperative entity to a subsidiary of a large corporation…

…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…

…In my own experience serving on bylaws committees with different nonprofits and community organizations, I’ve never seen a better, more eloquent, and more clear set of bylaws than those currently governing the Putney Co-op.

From the inclusion of the beautifully worded cooperative principles (removed from the proposed bylaws) to the specifics of board responsibilities and member rights (both also removed), the current bylaws are clearly and unequivocally cooperative in governance and progressive in nature.

The proposed version, on the other hand, 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…

…trust was seriously damaged when the board attempted to force a vote [on the new bylaws] at the annual meeting and imperiously attempted to shut down the discussion and questions by members…

…Characterizing the concerns of members about fundamental revisions to the bylaws as a matter of “perception as opposed to reality” doesn’t help the board’s case or credibility. Nor did one lengthy discussion at the December meeting over their proposed change, which would allow members to attend, but not participate in general meetings.

Despite the vehement assertions of the board that there is no difference beyond semantics, there is. It’s called democracy. [emphases added] [52]

In Still Searching for Democracy at Putney Food Co-op, in the February 11, 2015 issue of The Commons, Ms. Yahn continues:

…No wonder, then, that when the policy governance model [promoted by CDS] states unequivocally that the policies made by the board must “establish control over the entire organization,” co-op boards across the country adopt this mandate unquestioningly. And when members protest, we are branded and dismissed as “alarmist,” “uninformed,” “micro-managers,” and worse.

The model also mandates that these new policies must replace “more traditional documents such as mission statements, strategic plans, and budgets” and a crucial part of this governance shift is rewriting the bylaws.

That’s where the bylaws template provided by CDS to the Putney Food Co-op board comes in.

And so this begs the most important question of all: Do the member owners have any voice left, or is CDS dictating the means, the ends, and all the policies, procedures, and bylaws in between that govern the Putney Food Co-op? [emphases added] [53]

Ms. Yahn notes the trend towards the “corporitization” or “Stepfordization” of US food co-ops, in her two well-researched articles and one letter to the editor. Pay close attention to examples of the exclusion of local, Member-Owner control, the strengthening of the axis of power between Board & Management, and the too-cozy connections between national .coop corporations. (Be sure to read the Comments at the end of each):

Losing Our Principles was published on January 14, 2015, by The Commons Online, a project 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. The publisher, VTDigger.org, “is a statewide news website that publishes watchdog reports on state government, politics, consumer affairs, business and public policy.

Ms. Yahn updated her article, Searching for Democracy at the Putney Co-op, with Still Searching for Democracy at the Putney Food Co-op, in this February 11, 2015 Letter to the Editor in The Commons Online.

Four months ago, in December, I emailed Mimi Yahn and asked whether or not the Member-Owners of the Putney Food Co-op had retained or eliminated their original bylaws. Ms.Yahn stated, “CDS was ultimately successful…[54]

They were eliminated. Putney Food Co-op’s “better, more eloquent, and … clear set of bylaws” is history. [55]

~~~

CDS Consulting Co-op’s Co-operative Board Leadership Development training or CBLD Team Leader, Mark Goehring, along with CDSCC consultant Thane Joyal, personally worked with our former Board. To remind you, CBLD is a “program designed to support your board and general manager (GM).” [56] Foisted upon our co-op last spring, by the former Board, was CDSCC’s CBLD product called the ‘Fresh Start’ Bylaws Template, thankfully never brought to a vote nor ratified by our Membership…

…that is because we uncovered and fought off a well-funded, orchestrated and strategic push to change our perfectly good bylaws (which you can read about here, GRASSROOTS ACTION and current bylaws ARE POWERFUL!, and here GRASSROOTS ACTION and Bylaws (Again) ARE POWERFUL!) To learn about the gag orders required of participants on the HWFC Bylaws Task Force, dig into those blogposts and ask: what’s a “signed non-disclosure agreement” doing as a prerequisite to working on bylaws at a food co-op?!

An example of the gutting of Member-Owner’s power and control, promoted by CDSCC, is the Special Meetings’ clause in its Fresh Start Bylaws. Fresh Start allows for Special Membership Meetings, however Article III 3.2, informs us that the “Decisions made at any special meeting are advisory only.” [57]

This is reminiscent of the Putney, Vermont story Ms. Yahn told, about a “…lengthy discussion at the December meeting over their proposed [bylaws] change, which would allow members to attend, but not participate in general meetings. [see 52]

Where would HWFC be today 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? 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?

We could have held a Special Meeting; however, our decisions would have been advisory, not legally-binding. Under these CDSCC Fresh Start Bylaws, Article III 3.2, the former Board would have retained full power and control. Our Member-Owners could not have stopped any of their actions through our emergency Special Membership Meeting.

The Special Membership Meeting (SMM) is – at many US co-ops – the only way for co-op Member-Owners to halt a wayward, dysfunctional, power-grabbing Board …or a Board being unduly influenced by national consultants. Eliminate the power of the SMM in the bylaws… …monkey with the bylaws’ definition of “shareholders” vs “Member-Owners” …add a bunch of new “shareholders” (as opposed to “Owners“) to the Membership …and a handful of people, at the top, will control your co-operative corporation. [57a]

What they then do with your co-op – or what once was your co-op – is up to them (…and the teams of national consultants who may – or may not – still be circling the co-op wagon.)

~~~

Three US food co-ops – in Vermont, New York and Indiana – with local, Member-Owner control & ownership of their co-operative corporation under attack, compromised …or gone. All three are (or were) CDS Consulting Co-op clients. [57b]

To quote Mimi Yahn, the “…very notion of cooperative governance has been perversely turned upside-down and repackaged by corporatist shills as the new future of co-ops.” Your food co-op may be “the biggest, grandest, hippest emporium of upscale organic food in the region” but if you Member-Owners all don’t control it, if you all don’t own it …what does all that matter?  [57c] [58]

If I were a Bloomingfoods Member-Owner, I’d grab the bylaws (dig up old copies, as well) and start attending Board meetings en masse; in the February 2016 Board Minutes under item 4, Bylaw Changes are calendared in for March and August, 2016.

Our former Board ignored our bylaws, at their convenience, and, at the same time, made a strong push to try and change them, as Mimi Yahn also described. Bloomingfoods Member-Owners are being leveraged to do the same thing …if it is not  already too late.

If I were a Member-Owner who had loaned Bloomingfoods money, I would demand an immediate accounting of that money and a written answer as to why I hadn’t been recently (or ever?) contacted. Be nice to have all investor names and emails, as well; they need to talk to each other.

Bloomingfoods’ Member-Owners & families, listen to other grassroots, food co-op Member-Owners: protect & defend your co-operative corporation and protect your bylaws! Your co-op belongs to you and your Member-Owner families.

Organize. Your. Grassroots. Now.

UPDATE, Monday, April 25, 2016: And I would get to the:

“SPECIAL MEMBER-OWNER MEETING: THE FUTURE OF BLOOMINGFOODS” on Tuesday, Apr 26th @ 6:30 pm – 9:00 pm, Rhino’s Youth Center, 331 S Walnut St., Bloomington IN. Since notice of this meeting was only sent out via email five days ago, on Thursday, April 21, 2016 …you may not have heard about the meeting …about your future. The email says:

Please join our new General Manager, Tony Alongi, along with our Board of Directors to learn about current business conditions and future plans for our co-op.

SAD STORY, BUT WHAT’S IT GOT TO DO WITH HWFC?

          What does all this have to do with our co-op here in Albany, New York?

We Member – Owners here at Honest Weight Food Co-op stopped a train on November 30, 2015 at our emergency Special Membership Meeting: stopped, in its tracks, the actions of an out-of-control Board with its strong & secret alliance with out-of-control Management and a bunch of consultants & lawyers: an alliance which excluded Member-Owners and which, in fact, sought to remove Member-Owners from power.

We Member-Owners – including our Member-Owners who are employees – successfully defended and maintained control of our locally-owned, locally-operated food co-op on November 30, 2015…

…and did so again at our April 17, 2016 Membership Meeting and Annual Elections.

The path we were on is eerily, in fact almost exactly like the path of Bloomingfoods …except that we Member-Owners defended our co-op. We kept local control and we kept Member-Owner control of our co-operative corporation.

Bloomingfoods has yet to defend its co-operative corporation.

By the way, did it matter to this story that some of the Members were Member-Owner employees and some of the Members were simply Member-Owners? Orsome were union employees and some not?

No.

ALL the Members of Bloomingfoods – Owner and Owner-Employee alike, union or non-union employee, alike  – are facing the same possible future: the stark reality of the closure of their co-op (or what once was their co-op) or – at the very least – a reduction in the number of storefronts and the dismissal of an even larger number of employees.

Worse case: they are facing a future with a town – home! – which no longer has a food co-op.

A beloved forty year-old co-op – which was founded by Member-Owner families like yours and mine – may go belly-up…

…or, even worse, may be seamlessly assumed by a large, national corporation; formally ending its life as a locally-owned, member-owned and operated American food co-operative, and becoming …something else.

Strong grassroots action – family-helping-family – kept us here at Honest Weight Food Co-op from that fate. Let us hope that Bloomingfoods’ Member-Owners and Bloomington’s families can rise to the challenge and defend their ownership of their locally-owned & locally-operated food co-op.

And, we here at HWFC are still on our guard. That does not end, especially when $500,000 was recently spent by the former Board to weaken and eliminate our control and ownership. (Please refer back to the blog header, by John Philpot Curran.)

WE OWNERS DEFENDED OUR LOCALLY-OWNED CO-OP: A SIX-MONTH ADVOCACY BATTLE

          We defended what is ours.

Our new Board is (mostly):

-pro-HWFC
-pro-Member-Owner Labor
-pro-Good Employee Working Conditions
-pro-Local Farmers and Local Food Producers
-pro-a Co-op which Remains Locally-Owned and Locally-Operated

Our annual elections are over, by just eight days. We have a newly-configured set of nine new Board members, and Member-Owners invigorating all of our Committees. We have a brand new Member-Owner newsletter, the Co-op Voice! We are invested – and investing – in strengthening the roots of our locally-owned and locally-operated food co-operative.

LOCAL INDIANA CO-OP VOICES SPEAK: WE NEED TO LISTEN
THERE BUT FOR THE GRACE OF STRONG GRASSROOTS ADVOCACY, GO WE

          Let me share some of what Bloomingfoods Member-Owners are saying, through their blogs. Some of the observations are eerily similar to experiences we have had here at HWFC – these stories could be ours:

Posted October 9, 2014 Bloomingfoods Co-op Crisis, Act II. Unite Bloomingfoods marches to Board Meeting by blogger and Bloomingfoods Member Ann Kreilkamp at Exopermaculture:

But wait a minute, you say. Bloomingfoods is a Co-operative, not a Corporation!

something happened along the way to begin to torque our original member-owner operation into a quasi-corporation, with an expanding physical presence (three major stores, two minor ones, and counting), a long-time CEO-like General Manager, a budget that is not transparent, workers who are both underpaid and feel disrespected and disenfranchized, and a board that vets anyone who wants to serve on it to say whether they can even be nominated to come up for a vote!

…The March was scheduled for 5:30 p.m. with the Co-op Board Meeting at 6:30. I got to the East Side Store, where the march was set to begin, at about 5:20. Not many folks there yet. Would they come?

Ten more minutes, and the crowd had swollen enough to make a good showing for our short march to the board meeting. Oops! Once there, we were stopped. Not allowed in. What? Somebody opened the door to tell us. The fire marshall has decreed that only 40 are allowed in the room. Are you on the list. Did you RSVP? Oops, maybe four of us RSVPed. Okay, you can go in.

The rest of us, and that’s most of us, milled around some more, kvetching about not having even known that we were supposed to RSVP! Was this the first time a board meeting had required an RSVP from member-owners? The answer to that was never clear to me. Whatever was going on behind that innocuous looking front window was something we were not going to be privy to?[emphases added] [59]

Here is a local media account of this same Bloomingfoods Board meeting, held on October 7, 2014:

Anyone who was not a member-owner was also not allowed in and some of the member-owners were turned away because fire code only allowed so many people in the room at one time. [60]

Posted August 9, 2014 Why do I Shop at Bloomingfoods? by blogger and Bloomingfoods Member Daniel Bingham at The Road Goes On:

It also quickly became apparent that there was almost no transparency. The newsletter didn’t talk about coop issues. The minutes from board meetings were conspicuously absent. Indeed, until recently I had no idea when board meetings even were. They weren’t advertised.2 The newsletter mostly included fluff articles and local events. I had no idea what was going on internally to the coop, and no clear channel for finding out…

The more I shopped at Bloomingfoods, the more I realized that they carried very little local produce. What they did carry all seemed to either not be labelled with its origin … Most of what Bloomingfoods carries is big organic. Much of it is even conventional.

As I got to know local farmers, I started to learn about what the coop required of them in order to carry their produce. One local farmer I spoke to told me that he had given up trying to sell to Bloomingfoods. When he’d attempted in the past he’d been told to match the prices of the big organic farms in California. Which is impossible for him to do, and unreasonable for a coop to ask of him. [emphases added] [61]

Posted June 23, 2015 to Exopermaculture  by blogger and Bloomingfoods Member Ann Kreilkamp:

…After a short slide show of graphs from the NCGA folks that alerted us both to our predicament and its national context, the microphone was turned over to the member/owners present, with lots of warnings to be civil, to not speak too long, and so on. I was surprised. Do they need to tell us to be civil? We are always civil here, so civil in this community, by and large, that the former GM and his minions got away with way too much stasis for way too many years.

Though we were warned repeatedly not to comment, but simply to ask questions — one question each, please — and hand in written comments to the board afterwards, everybody in line had things to say, and none of them were confined to one question. That the board sought to confine comments to questions led to agitation, a sense of revolt and dismay — and then, simply, ‘disobedience.  [emphases added]  [62]

BLOOMINGFOOD’S MANAGEMENT SPEAKS

          Let me end with comments made by Management of Bloomingfoods: Paula Gilbertson, who was the acting-GM at Bloomingfoods, brought in from National Coop Grocers (NCG, https://www.ncg.coop/), in an interview with Joe Hren from WFIU radio (Independent Public Media):

June 29, 2015 Bloomingfoods Acting GM On Communication, Pricing And Staff

Hren: Most of what I’ve heard about were more administrative-type moves. Is that going to continue to happen or are there other plans for some sort of new marketing with the store.

Gilbertson: This is sort of phase one. The opportunities in Bloomington are great and I think the co-op serves the market very well. I think we can refine and change with the times and catch up with simple things that we didn’t have to do 20 or 30 or 40 years ago.

Hren: And what are some of those things?

Gilbertson: We’ll want to take advantage of social media in terms of having discussions, having more information, having more communication available.

Hren: And with those members, besides shopping, how do you keep them involved or do you want to keep them involved in this process of change that’s going to happen?

Gilbertson: Member forums, on a monthly basis to have dialogue with the members of the board that they’ve chosen as their representatives, those are regularly scheduled. We will be sending out regular communication to members about the transition plan and what’s happening with this. Bloomingfoods has this opportunity to open the doors wide and talk with its members.

Hren: So what now, you just had the meeting and I assume this will be a long process…what can people expect to start happening now?

Gilbertson: We’ll kind take it one step at a time. We’ll communicate more frequently and more often, we’ll updated people and our next big push will be for the annual meeting in October.

Hren: This is a trend that’s happening probably across the country. Are there other things that Bloomingfoods can learn outside of Bloomington to bring that here to help in that situation?

Gilbertson: We’ve noted that it has slowed down the growth of some of our co-ops when competition comes to town and there are more players. But it makes us better and makes us focus on those core strengths we have. I think we will have embraced a lot of what co-ops across the country have learned as competition has come into there area: there is something unique the cooperative ownership structure offers.

Hren: So besides the surveys, is there anything else the customers could see in the stores? Maybe prices or other items?

Gilbertson: Actually we’re working on pricing right now to be implemented the first week of July and we’re working hard on that as we speak. We’re looking at where we have opportunities to adjust our prices  and serve our members better. So hopefully you’re going to see happier staff and staff more in tune with what’s going on and more informed, so I would hope there would be more engagement with customers and staff. (END) [63]

January 12, 2016 Indiana Public Media reports Bloomingfoods Hires New General Manager:

Bloomingfoods has hired a new general manager. Tony Alogni will start the job on March 1st.

Currently, Alongni holds a position at the second-largest co-op in the country, Hanover Co-Op in Hanover, New Hampshire… [64] [65] [66]

                                                                                                                                                                             © Laura Hagen

[1] This is reminiscent of HWFC’s marketing tool of “Shareholder Saturdays:” why do Monthly Work (3 hours) as a Member-Owner and get 8% off when you can buy on “Shareholder Saturdays” for 10% off – and do no work!

This marketing strategy, however, cleverly  removes any incentive for Member-Owners to invest in and commit to their local co-op. We are relegated to the role of customers (getting a coupon) …rather than of Owners.

[2] The move to initiate reductions to HWFC MLP discounts had already begun at the  June, 2015 Membership Meeting. This Board’s attempt to end our MLP on October 23, 2015 was an attempt to sink the nail in that coffin.

[2a] Member-Owners, see the official Board minutes for October 20, 2015, here: http://www.honestweight.coop/page/board-meeting-minutes-99.html

[2b] The term “on the floor and administration” is significant: Owners of a co-op hold responsibilities for the operation of a co-op store; traditionally met through Owners completing a regular (weekly, monthly) work shift in the store. Booting us out of the store “and administration” means we are severed from store operational control: leaving the coast clear for Management to assume 100% control of operations, and for the Board to be able to reasonably argue that bylaws’ changes are in order. (See also endnotes 34a and 57a.)

Please read: A Letter to Shareholders, written by Member-Owner and attorney, Kate Doyle.

[3] It has since been determined that the “cost” of our Member Labor Program is not what derailed our budget, see endnotes 17 and 19.

Our Treasurer’s first Quarterly Financial report will explain, in detail, how the former Board massively over-spent co-op savings in the last year.

[4] Shem Cohen of Change Events, Inc. (see: http://shemcohen.com/); Mark Goehring, CBLD Team Leader and Thane Joyal, CDS Consulting Co-op (seehttp://www.cdsconsulting.coop/;  http://www.cdsconsulting.coop/consultants/mark-goehring ; http://www.cdsconsulting.coop/consultants/thane-joyal )

See my two posts, GRASSROOTS ACTION and current bylaws ARE POWERFUL!, here and GRASSROOTS ACTION and Bylaws (Again) ARE POWERFUL! here; see the sections BYLAWS: LOTS OF READING AND THINKING TO DO and ALICE IN WONDERLAND DOWN THE RABBIT HOLE Is this a Bylaws Task Force or a Better End Member-Labor Task Force?

 [5] CDS Consulting Co-op; Change Events, Inc.; Corning Place Communications; Dowling Law PLLC; Couch White LLP.

In addition, see:here, here, here, here, here and, finally, here.

[6] This letter was hand-couriered to the NYSDOL after a fully-executed petition to oust current Board members, via an emergency Special Membership Meeting, had been personally handed to the acting Board President, Deb Dennis, on Saturday, October 24, 2015. See here.

[7] See the secret Board letter to the NYS Department of Labor, here.

[8] See the FOIL request, here.

[9] The secret meeting, between an HWFC Board representative (GRC co-chair, Ursula Abrams) & two Board law firms (attorneys John Vero of Couch White and Joanmarie Dowling of Dowling Law) and NYSDOL employees, took place on Wednesday, December 2, 2015, after our historic emergency Special Membership Meeting, held on November 30, 2015! (Do you recognize the pattern here: just ignore the legal wishes of co-op owners and bull ahead?) The decision to prevent Member-owners from attending this meeting was made by acting President Deb Dennis, who confirmed this fact to a packed Board meeting on January 5, 2016!

To this date, we do not know meeting content nor outcomes.

A written report to Membership, presented by Ursula Abrams, then co-Chair of the HWFC Governance Review Council (GRC), who was the only other Board-invited guest to this meeting, has since been confirmed to have been written and/or edited by the Strategic PR firm hired by the Board.

The GRC had a responsibility to the Member-Owners of this co-op to share this meeting date, time, place and agenda with Member-Owners: it did not do so. It had lost sight of the fact that it is not a committee of the Board; it was originally founded by the Member-Owners of HWFC to watchdog the actions of another out-of-control Board. The GRC was tasked with reporting directly to Membership (as well as to the Board).

In other words, the GRC, which is elected by the Membership, is a Committee which serves at the pleasure of the Membership; whom, in this case, it ignored.

See here, under section entitled, Secrecy.

[9a] Member-Owners see here for Ms. Abrams report:  http://www.honestweight.coop/uploads/BdNwsltr/1449203735_Inside%20Scoop%202015-12-03.pdf

[10] Member-Owners see here.

[11] A properly structured Member-Owner Labor Program at a food co-op is absolutely allowable in NYS, with the presumption that the bylaws are properly written and the “owners” have control over the operations of the co-op. See this document, here, written by our Board Treasurer, Kate Doyle, Esq.:

[12] Corning Place Communications’ website lists Hinman Straub as its partner. See Corning Place’s website, here. See the 2015 NYS JCOPE Report, here: http://www.jcope.ny.gov/pubs/POL/2015_%20Annual%20Report_%20FINAL_4_8_16r.pdf

[12a] Search NYS JCOPE website, here: http://www.jcope.ny.gov/view_filing.html

Also NYS citizens may search the Project Sunlight website, https://projectsunlight.ny.gov/ . Project Sunlight is the the work of Blair Horner, a longtime, respected citizens’ advocate from NYPIRG. See: http://www.ag.ny.gov/press-release/attorney-general-andrew-cuomo-appoints-blair-horner-new-special-adviser-policy-and

[13]Astroturfing” is fake grassroots’ actions – used to thwart and undermine citizen groups, the real grassroots – which meet the agenda of a paying client or corporation: in this case the paying client was our own Board of Directors.

See definitions of “astroturfinghere and here. See my post, GRASSROOTS ACTION and Current Bylaws ARE POWERFUL here; especially the sections SECRET & SILENT STEALTH PR STRATEGISTS PULLING THE BYLAWS’ STRINGS? and STRATEGIC PR FIRMS COST…HOW MUCH? AND THEY DO WHAT TO GRASSROOTS ACTION?

[13a] We citizen, grassroots advocates were up against a vicious, well-funded fight to stop our actions and silence us. My contempt for fake grassroots or astroturfing – usually funded by silent, monied corporations or those with political ends, and executed by professional Strategic PR operatives – knows no bounds. The fact that it was our own Board & top Management (LT) which participated in this – and funded this operation with our own collective co-op savings! and used it against us, the Owners & families of the food  co-operative – leaves me beyond speechless.

[13b] This November 11, 2015 post, GRASSROOTS ACTION and Stifled Communication ARE POWERFUL! gives a taste of what we were up against, 19 days into it.

[14] A recent review of invoices from this firm, Corning Place Communications, has confirmed former Board payments for such “astroturfing” activities. The former Board paid Corning Place Communications $20,000 during 2015! A portion of one of these letters, with this text, was read by Board candidate (and new Board member) Tim Corrigan, at our annual Membership and Board Elections’ Meeting on April 17, 2016.

[15] See CDS Consulting Co-op, under “Co-operative Governance,” here.

[16] This was the largest Membership Meeting in our co-op’s 39 year history!

The grassroots advocacy done by this group of “Petitioner’s for an Emergency Special Membership Meeting” was and is phenomenal! 38 days: petitioning & “tabling” at our co-op, “clipboarding” in the parking lot, late-night meetings, daily organizer email updates, the formation of several member-owner websites (including this Grassroots Action is Powerful! blog, here!) and a FB page, a mailchimp blast e-list, getting petition paperwork done, phone calling, info-meetings with Membership, legal docs re. MLPs in NYS, orange “Let’s Chat” t-shirt donations, a new written policy on petitioning at HWFC, organizing the meeting, FOIL Letters, communications’ struggles overcome, printing up ballots, preparing food…  …and all this with the DIRECT OPPOSITION of the Board which clamped down on ALL means of communications between Member-Owners, while leveraging & lobbing the professional astroturfing services of the Board’s Strategic PR Firm against us!…

The outpouring of energy, effort & commitment from these Member-Owner individuals and families has directly  led to a co-op which is, once again, continuing on with its original mission of being locally-owned, “Member-owned and Member-operated…”

It is an honor to be working with all the fellow Member-Owner, grassroots advocacy heroes: who are – simply – families helping one another to keep our co-op strong, locally-owned and locally-operated.

[16a] Subsequent to our SMM, Duke Bouchard and Lexa Juhre resigned their top Management positions (as part of HWFC’s three-person Leadership Team (LT) ).

[17] This board spent “$500,000 to eliminate member labor and [on] strategic planning to design its replacement;” “[o]ver $200,000 on Central Avenue building since moving to new store;” and “$75,000 in bonuses paid to LT over three years.” Member-Owners see here.

[18] Please see this document, written by Kate Doyle, Esq., to understand MLPs and NYS law.

[19] At the January 5, 2016 Board meeting, it was announced to Membership, by our newly-elected Board members, that the former Board had spent $257,000 on legal fees in only six months (since July, 2015). This former Board was spending $42,833 a month (!!!) to two law firms, to assist them in their agenda to end our MLP, change our bylaws, remove Member-Owner control of our co-operative corporation and implement a replacement to our MLP.

The Quarterly Financial Report, which our Treasurer is preparing, will shock all of us. The monies used by the former Board – to undermine and eliminate Member-Owner power – came directly out of our HWFC savings. These are the funds you and I, and all the other HWFC Member-Owners, collectively “own:” the funds which positioned us as a financially-healthy food co-op, funds which should have been used in the furtherance of our mission. Instead, our savings was used against us, in order to eliminate the power & control we legally hold in our co-operative corporation.

[19a] Member-Owners see the Board minutes here: http://www.honestweight.coop/uploads/BoardMin/1453937765_2016-01-05_Board_Minutes_Edited.pdf

[19b] Ms. Dennis confirmed the fact of the AP interview to a packed room at the December 15, 2015 Board meeting.

[19c] See the AP article by Michael Hill, here: http://bigstory.ap.org/article/0d4fa593e5944ae09c0a2a773f0fd47e/will-work-food-co-op-programs-end-amid-labor-law-fears

[19d] Also, see my December 16, 2015 blogpost, GRASSROOTS ACTION and Executive Committees ARE POWERFUL! here. It is shocking that a locally-based AP reporter would focus on Dennis’s agenda and completely ignore the fact that a historic HWFC emergency meeting with ~720 participants had just taken place, 1-2 days prior to his interview. Not newsworthy enough?

[19e] Thank you to Tim O’Brien  and the Times Union for staying on this story! We grassroots families here at HWFC are very lucky to have a reporter of Tim’s caliber who’s following our advocacy efforts to defend our food co-operative and to keep it locally-owned and locally-controlled.

Follow the story through his eyes, since October 16, 2015, here.

[20] See the Times Union, dated October 16, 2015,  Honest Weight Food Co-op Considers Dropping Member Workers in Store by Tim O’Brien, here.

[20a] The text of the two straw polls – with the official  election results from our SMM – is as follows:

4. Member review and vote on recommendation for the Board to research and consider a different Management Structure.

Straw poll results are as follows:
67.7% Voted Yes the Board may consider a different management structure

395 Yes – Board may consider different management structure
188 No – Board is not encouraged to consider a different management structure

5. Member review and vote on a finding of no confidence in the members of the leadership team and request that the board initiate review, pursuant to the employee manual, regarding each member of the leadership team.

Straw poll results are as follows:
69% Voted to Change the Leadership Team

393 Voted to Change the Leadership Team
176 Voted to Keep the Leadership Team

See the Special Meeting Notice  (pp. 1 & 4) and the Official Election Results.

[21] This was also a straw poll. See the Official Election Results.

[22] John Serio, Secretary, also did not maintain his Board seat at our SMM on November 30, 2015. On January 5, 2016 four members of Deb Dennis’s Board stepped down: Deb Dennis, Leif Hartmark, Roseann Coto-Batres, and Roman Kuchera.

[23] See Tim O’Brien’s Times Union article, Six Win Seats on Honest Weight Food Co-op Board, in the Tuesday, April 19, 2016 Times Union

[23a] Member-Owners, see the official election results here: http://www.honestweight.coop/uploads/BdNwsltr/1461700126_Inside%20Scoop%202016-04-26.pdf

[23b] I think the many gardeners here at Honest Weight, would agree: Chris, you fed the roots when they needed feeding!; and thereby, you protected the plant.

[24] As an aside, for those who love bungalows, Arts & Crafts homes, 1930’s kitchens, and wood (!), read this book about the Hoosier cabinet, The Hoosier Cabinet in Kitchen History, by Nancy R. Hiller, who lives in Bloomington. See her website, here and see her blogpost about the Hoosier cabinet she designed for Bloomingfoods’ newest store, Elm Heights.

[25] See: http://www.bloomingfoods.coop/members/

[26] http://www.bloomingfoods.coop/banner_slider/locations-2/kirkwood-announcement/

http://www.yelp.com.au/biz/bloomingfoods-bloomington-7

and http://www.heraldtimesonline.com/news/local/future-of-downtown-bloomingfoods-uncertain/article_b8a42455-c427-5056-8f0b-a8cfc59aa67a.html

[27] See the October 3, 2014 statement at the UCFC 700 website: http://ufcw700.org/2014/10/03/support-bloomingfoods-workers/

[27a] See these two articles about unionization at Bloomingfoods in The Ryder, written by Robert F. Arnove, Chancellor’s Professor Emeritus of Education at Indiana University (unknown if is he is a Member-Owner of B’foods):
http://www.theryder.com/2014/12/21/the-unionization-of-bloomingfoods/
http://www.theryder.com/2015/02/08/the-unionization-of-bloomingfoods-part-2/

[27b] See this September 15, 2014 blogpost by Bloomingfoods Member Daniel Bingham, Dear Bloomingfoods, Please Don’t Hire Union Busters, here: http://theroadgoeson.com/articles/article/dear-bloomingfoods-please-dont-hire-union-busters

[27c] See this December 4, 2014 Indiana Daily Student (IDS) article, Fighting to be Heard: http://www.idsnews.com/article/2014/12/fighting-for-a-voice

[27d] See this July 23, 2015 article Bloomingfoods Workers Ratify Their First Union Contract at the UFCW 700 website.

[27e] See this July 13, 2015 article, Bloomingfoods Agrees To Tentative Deal With Union Workers from Indy Public Media: http://indianapublicmedia.org/news/bloomingfoods-agrees-tentatative-deal-union-workers-84813/

[28]  HWFC also received advice to commit to two (2) expansions in one year, 2013, as well! We moved to a brand new building (which went way, way, way over budget) and we opened a small venue at the Empire State Plaza (ESP), located near the state capitol building in downtown Albany. Too much, too fast; where did this advice come from?

[28a] http://indianapublicmedia.org/news/grocery-options-grow-bloomington-local-shop-struggles-83801/

[29] http://www.heraldtimesonline.com/news/business/whole-foods-coming-to-bloomington-s-college-mall-in/article_f175d14e-19ab-11e4-bde5-0017a43b2370.html

and

http://www.heraldtimesonline.com/news/local/by-whole-foods-market-on-way-to-college-mall/article_5bc3b87e-7923-5555-b22b-cdd5d1478356.html

[30] Whole Foods Market (NASDAQ: WFM) and co-ops which are National Coop Grocers (NCG) members utilize the same national wholesaler: United Natural Foods, Inc. (NASDAQ: UNFI).

[31] http://www.bloomingfoods.coop/417-board-announcement/

http://indianapublicmedia.org/news/bloomingfoods-gm-resigns-coop-undergo-changes-83238/

[32] https://www.ncg.coop/ and http://www.bloomingfoods.coop/bloomingfoods-future-leadership/

[32a] See here: http://www.bloomingfoods.coop/bloomingfoods-future-leadership/

[33] Bloomingfoods and HWFC are both member co-ops of National Coop Grocers (NCG). See: https://www.ncg.coop/find-co-op

and

National Cooperative Grocers Helping Bloomingfoods Be Better Grocers

[33a] https://www.ncg.coop/about-us

[33b] See: http://partners.ncga.coop/sites/default/files/2016%201st%20Half%20NCG%20Program%20Introduction.pdf

[33c] See: https://www.unfi.com/

[33d] See: https://www.ncg.coop/newsroom/ncg-signs-primary-distribution-agreement-unfi and http://www.theshelbyreport.com/2015/08/20/ncg-signs-primary-distribution-agreement-with-unfi/

[33e] “Virtual chain” or “virtual value chain” is the business model NCG utilizes with its food co-ops. See the  “Frito-Lay” example in Exploiting the Virtual Value Chain by Jeffrey F. Rayport & John Sviokla, here: https://hbr.org/1995/11/exploiting-the-virtual-value-chain/ar/

See here for general explanation: https://en.wikipedia.org/wiki/Virtual_value_chain

See NCG and “virtual chain,” here:  http://partners.ncga.coop/sites/default/files/2016%201st%20Half%20NCG%20Program%20Introduction.pdf

[33f] See: http://www.theshelbyreport.com/2015/08/20/ncg-signs-primary-distribution-agreement-with-unfi/

[33g] See: http://www.businesswire.com/news/home/20151102005138/en/United-Natural-Foods-Extends-Distribution-Partnership-Foods

[3gh] http://www.prnewswire.com/news-releases/united-natural-foods-inc-extends-itshpartnership-with-whole-foods-market-95400729.html

[33i] See: https://www.wholefoodsmarket.com/

[33j] It is unknown what percentage of UNFI’s FY 2015 net sales from the category independently owned natural products retailers is represented by NCG’s “combined annual sales” of $1.8 billion. It must be a large percentage, given the fact that UNFI holds a “primary distribution agreement” with NCG.

[33k] See here: https://www.last10k.com/sec-filings/unfiunder “Business.”

[33l] See here.

[33m] See here.

[33n] See here. https://biz.yahoo.com/e/150930/unfi10-k.html;_ylt=AwrBTzihoyNXGcoAhKxXNyoA;_ylu=X3oDMTBybGY3bmpvBGNvbG8DYmYxBHBvcwMyBHZ0aWQDBHNlYwNzcg–

[33o] See here: https://biz.yahoo.com/e/150930/unfi10-k.html;_ylt=AwrBTzihoyNXGcoAhKxXNyoA;_ylu=X3oDMTBybGY3bmpvBGNvbG8DYmYxBHBvcwMyBHZ0aWQDBHNlYwNzcg–

[33p] See here: https://biz.yahoo.com/e/150930/unfi10-k.html;_ylt=AwrBTzihoyNXGcoAhKxXNyoA;_ylu=X3oDMTBybGY3bmpvBGNvbG8DYmYxBHBvcwMyBHZ0aWQDBHNlYwNzcg–

[34] On April 1, 2016 Lucky’s Market and Kroger’s announced a “strategic partnership.” See: http://www.luckysmarket.com/press-release/

 [34a] Our Board &Management tried to pull this same manuever on us, ending  Member-Owner Labor “on the floor and administration;” we immediately filed legal papers for an emergency Special Membership Meeting. (See endnotes 2b and 57a.)

In the minutes for Bloomingfoods 2015 Annual Meeting on October 18th “NCG Consultant Paula Gilbertson and the Bloomingfoods’ Consumer Services Department” is this:

Bloomingfoods Ambassadors Volunteer Program. We are extremely limited on in-store volunteer opportunities due to labor law and other factors, so we are introducing the Bloomingfoods Ambassadors Program to allow our owner-members to volunteer
with organizations in – line with our ENDS statement for a discount/incentive at Bloomingfoods. [emphasis added]

What is reiterated is the use of the vague statement “labor law and other factors” as a reason to halt Member-Owner Labor in the store. See: http://www.bloomingfoods.coop/wp-content/uploads/2015/12/151018-AnnualMeetingMinutes2015-DRAFT-1.pdf and an explanation of “ENDS:” ENDS Statement: http://www.bloomingfoods.coop/co-op/about/

[34b] We caught a similar alteration in language usage at Honest Weight Food Co-op. The Board sends announcements through its e-Inside Scoop. The former Board had started calling itself the “Honest Weight Board of Directors.” The word “co-operative” had disappeared.

[34c] Lushin, Laddie, Esq. Co-op Member Labor Programs Under the Fair Labor Standards Act: A Matter of Economic Reality. Braintree, VT, 2009. See: here.

Please research the work of Laddie Lushin, Esq, a VT attorney who specializes in nonprofit and co-operative law and who has written about Member-Labor Programs at food co-ops, from a legal standpoint.

[35] A straw poll survey conducted by one of our Member-Owners, who took the time to call NYS food co-ops, found many thriving Member-Labor Programs. There are many  US food co-ops (which do not belong to National Coop Grocers (NCG) ) which sustain active, Member-Owner Labor programs.

Do your own straw poll. Develop a list of all the food co-ops in your state – in addition to the ones which are members of NCG; call each one with a list of questions about Member-Labor at their co-op; make sure to connect up with actual Member-Owners, not just Board & Management representatives.

The Gold Standard for Member-Owner Labor in a food  co-op, for many of us here in Albany, is the Park Slope Food Co-op in Brooklyn. Every member must work and this is rigorously supported (and enforced); they have very few paid employees; the public is not allowed in to shop (but they can always become a member!); Member-Owner discounts range from 20-40% off. Park Slope recently joined the national  NCG network, see: https://www.foodcoop.com/ and https://www.ncg.coop/partners-find/ny/park-slope-food-coop

[36] See Critical Legal Information, by Kate Doyle, Esq., who is our current Board Treasurer:

[37] http://indianapublicmedia.org/news/bloomingfoods-layoffs-expected-business-declines-83509/

[38] http://www.heraldtimesonline.com/news/local/bloomingfoods-co-op-announces-layoffs-amidst-increased-competition/article_aad9b893-840e-5b11-befe-ced2d02eacb9.html

[39] http://www.heraldtimesonline.com/news/local/bloomingfoods-meeting-hints-at-more-layoffs/article_cf4184c7-a923-552b-9a5c-09449c1015a9.html

[40]  Posted to Exopermaculture  by blogger and Bloomingfoods Member Ann Kreilkamp, on June 23, 2015. See, https://www.exopermaculture.com/2015/06/23/iconic-bloomingfoods-co-op-starts-to-right-its-ship/

[41] http://indianapublicmedia.org/news/bloomingfoods-hires-general-manager-92167/

[42] See under “Clients” at http://cdsconsulting.coop/

[43] Read the relevant sections in each of my blogposts: here, here, here and here.

[44] There is evidence in Board minutes that HWFC Boards have been working with CDS Consulting Coop since December 2009: at least six years. Member-Owners see: http://www.honestweight.coop/uploads/BoardMin/1358112288_2009-12-01_Board_Minutes.pdf

[45] The former HWFC board executed a contract with CDS Consulting Co-op in December, 2014, specifically for CDSCC’s Co-operative Board Leadership Development (CBLD) with its ‘Fresh Start’ Bylaws Template.

[46] An estimated tally of the amount HWFC has paid to CDS Consulting Co-op over the  last almost three years is $84,000.

[47] Bloomingfood’s January 2016 Board  minutes indicate they are participating in CDS Consulting Coop’s CBLD trainings: http://www.bloomingfoods.coop/wp-content/uploads/2014/09/January-2016-Minutes.pdf

[48] See the comments by Donald Kreis, Esq., a current candidate for the Board of Directors of the Hanover Food Co-op in NH, who is supported by the co-op advocacy group, Concerned About the Co-op (CATC), relating to CDSCC and the NCG contract, in his December 17, 2015 blogpost, The ‘Share of Stomach’ Challenge at the Hanover Co-op: December Board Report, here: http://www.kreis.coop/blog/?offset=1450493078922

[49] Cooperative Grocer Network (http://www.grocer.coop/ ) lists, as its three sponsors:
CDS Consulting Co-op          (CDSCC: http://www.cdsconsulting.coop/ )
National Coop Grocers          (NCG: https://www.ncg.coop/ )
National Cooperative Bank  (NCB: https://www.ncb.coop/ )

Website accessed on April 19, 2016.

[50] Posted June 23, 2015 to Exopermaculture  by blogger and Bloomingfoods Member-Owner Ann Kreilkamp at https://www.exopermaculture.com/2015/06/23/iconic-bloomingfoods-co-op-starts-to-right-its-ship/

[51] Bloomingfood’s January 2016 Board  minutes indicate they are participating in CDS Consulting Coop’s CBLD trainings: http://www.bloomingfoods.coop/wp-content/uploads/2014/09/January-2016-Minutes.pdf

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

[53] February 11, 2015 Letter to the Editor in The Commons, by Mimi Yahn entitled Still Searching for Democracy at the Putney Food Co-op, updating her article Searching for Democracy at the Putney Co-op.

[54] Private email correspondence dated December 8, 2015.

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

[56] See CDSCC under “Co-operative Governance, here: http://www.cdsconsulting.coop/cooperative_governance/

[57] The paper & electronic copies I have of the CDSCC ‘Fresh Start’ Bylaws Template, provided to HWFC in 2015, includes this text, in Article III 3.2. However, CDSCC’s website has since amended their Template (rev. 02/24/16) and this clause has been removed: http://library.cdsconsulting.coop/wp-content/uploads/CBLD-Fresh-Start-Bylaws-Template.pdf

[57a] Please read the Letter to Shareholders written by Member-Owner Kate Doyle, here, for a clear explanation of the difference between a shareholder and a Member-Owner of a food co-operative.

Another way co-op bylaws are being manipulated (e.g. this was recommended to HWFC by CDS Consulting Co-op, in documents they prepared for HWFC), so as to gut Member-Owner power & control, is by adding new shareholders and, at the same time, removing Member-Owners from store operations (end MLPs). The PR slogan “One member, one vote” is being utilizedutilized move this agenda.

Result? Same endgame as in Article III 3.2: Member-Owners cannot carry a vote. They have lost corporate power & control. Who’s in control? The Board.

The term “shareholder” belongs to a top-down, traditional corporate structure with a Board in control.

The term “Member-Owner” or “Owner” belongs to a co-operative corporation.

In other words, research carefully before even considering changing your food co-op corporate structure & bylaws to include thousands of new shareholders. Lots of US co-ops are not making this change to their corporate structure and bylaws. (See endnotes 2b and 34a.)

[57b] See: http://www.cdsconsulting.coop/case_studies/our_clients.php#P

http://www.cdsconsulting.coop/case_studies/our_clients.php#H

http://www.cdsconsulting.coop/case_studies/bloomingfoods-market

[57c] See Ms. Yahn in Losing Our Principles, here: http://www.commonsnews.org/site/site05/story.php?articleno=11411&page=1#.VyegkL69gVD

[58] See Ms. Yahn’s December 3, 2015 letter to the Member-Owners at HWFC thanking us for “standing up to this co-optation, perversion and corporatization of cooperative governance!” here: https://hwfcinfohub.wordpress.com/2015/12/03/more-from-mimi-yahn/

[59] Posted October 9, 2014 to Exopermaculture by blogger and Bloomingfoods Member-Owner Ann Kreilkamp at https://www.exopermaculture.com/2014/10/09/bloomingfoods-co-op-crisis-act-ii-unite-bloomingfoods-unite-marches-to-board-meeting/

[60] http://indianapublicmedia.org/news/bloomingfoods-employees-voice-concerns-coop-board-72940/

[61] http://theroadgoeson.com/articles/article/why-do-i-shop-at-bloomingfoods

[62] https://www.exopermaculture.com/2015/06/23/iconic-bloomingfoods-co-op-starts-to-right-its-ship/

[63] http://indianapublicmedia.org/news/84227-84227/

[64] http://indianapublicmedia.org/news/bloomingfoods-hires-general-manager-92167/

[65] http://www.bloomingfoods.coop/general-manager-update/

[66] Member-Owners of the Hanover Food Co-op in NH started an independent, grassroots organization, after disagreements with co-op Management & Board over firings at their co-op, and other issues. See Concerned About the Co-op (CATC), here: https://www.facebook.com/concernedaboutthecoop

GRASSROOTS ACTION and Final Vote Tallies ARE IN!

Posted by Laura Hagen, HWFC Member-Owner

UPDATE! April 27, 2016. Please see the update to the story about Bloomingfoods Co-op in Indiana, here. Look at the top of the page and in the “Comments” section, below the post.

Here are the final official vote tallies for the two candidates whose total ballots were each subject to a recount:

Ned Depew                         197
Anastasia Onorata           195

Ned Depew was elected to this Board seat by two (2) votes.
Thank you very much to Anastasia for running for the Board!

And thank you to Collin Thomas and Howard Brent, as well!

Here are the percentages of voters who voted for each candidate:

NAME:                            % OF VOTERS:
Tim Corrigan                           81.9
Carolynn Presser                   80.2
Kate Doyle                               76.8
Saul Rigberg                            75.1
Richard Donegan                  63.6
Rebekah Rice                         60.7
Ned Depew                              55.6

This candidate was not elected to the Board:
Anastasia Onorata               55.1

Neither of these candidates received the required 25% plurality of the vote:

Collin Fox Thomas                21.8
Howard Brent                         21.2

For the 620 of us who voted at our emergency Special Membership Meeting (SMM) on November 30, 2015, two of the three candidates we voted for – Kate Doyle and Carolynn Presser – won this election and are among the candidates who received the highest support from voters on Sunday, April 17, 2016.

The third Board member whom we elected at our SMM, Nate Horwitz (who was not up  for election this time ’round) is currently seated as our Board President.

Saul Rigberg, who was appointed to the Board on March 1, 2016, and was chosen by Nate, Carolynn and Kate (as well as by Board members Daniel Morrissey and Ned Depew), was also among the candidates who received the highest support from voters on April 17, 2016.

Carolynn and Kate originally ran on a platform which strongly supported our Member-Owner Labor Program (MLP) & issues of Member-Owners of this co-operative, as well as transparency in co-op governance. The high level of support these two candidates, and Saul – their choice for a team member – received from HWFC Member-Owner voters on April 17, 2016, demonstrates Membership’s trust in and support of their positions as leaders of our co-operative.

Tim Corrigan and Rebekah Rice also ran for the Board at our SMM on November 30, 2015. It is heartening that they both chose to run again 4 1/2 months later – and won!

Richard Donegan is a new Board member and we welcome him to our Board of Directors and look forward to getting to know him!

Welcome and congratulations to the full slate and new Board of Directors of the Honest Weight Food Co-op:

Nate Horwitz, Daniel Morrissey, Carolynn Presser, Kate Doyle, Saul Rigberg, Tim Corrigan, Richard Donegan,  Rebekah Rice and Ned Depew

 FYI, below are the official election results from this week’s Inside Scoop:

===========================================

354 valid votes were cast, so 88 votes equals a 25% plurality.

Tim Corrigan                        290
Carolynn Presser                  284
Kate Doyle                             272
Saul Rigberg                          266
Richard Donegan                  225
Rebekah Rice                         215

Anastasia Onorata                Subject to recount
Ned Depew                            Subject to recount

Neither of these candidates received a 25% plurality of the vote.

Collin Fox Thomas                 77
Howard Brent                        75

=====================================

~~~

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

GRASSROOTS ACTION and Election Results SAVED OUR CO-OP!

Posted by Laura Hagen, PROUD HWFC Member-Owner

NEW as of 4/19/16: Here is a list of upcoming HWFC meetings and here is the URL to copy:  https://docs.google.com/spreadsheets/d/16yKAhB3xQJjZjKEHWkLIvdo2rIz3X6PK4E8N63pVWv4/edit?pref=2&pli=1#gid=0

HOT OFF THE PRESS: See Tim O’Brien’s post, Six Win Seats on Honest Weight Food Co-op Board, in the Tuesday, April 19, 2016 Times Union. Thank you Tim for staying on this story! Please take a minute to thank Tim! by e-mail at tobrien@timesunion.com or phone at (518) 454-5092. We grassroots families here at HWFC are darned lucky to have a reporter of Tim’s caliber who’s following our advocacy efforts to defend our food co-operative and keep it strong and locally-controlled!

Don’t believe me? Do a search over at the TU on “Tim O’Brien” and “Honest Weight Food Co-op” – here – and follow the story through his eyes, since October 16, 2015.

Today’s post will be short and sweet (an unusual occurrence around here). The ELECTION RESULTS from last night are in and they are official (skip this intro and scroll below, if you just can’t wait!!!)

Welcome to my new HWFC Member-Owner readers, many of whom just found out last night I’ve been doing a blog here, GRASSROOTS ACTIONS ARE IMPORTANT!, since November 1, 2015, about matters of interest to Member-Owners of HWFC. From a Grassroots perspective, that is!

Enjoy reading past posts by putting the term grassroots in the search box. And please read all the posts in my Election Series this week: yesterday’s GRASSROOTS ACTION and Large Voter Turnout Tomorrow WILL SAVE OUR CO-OP., the partner to today’s post, GRASSROOTS ACTION and Election Results SAVED OUR CO-OP! (Yesterday’s post was, I believe, the most read post, to date.)

Additional Election Series posts are: GRASSROOTS ACTION AND Meet the Candidates ARE IMPORTANT!; GRASSROOTS ACTION AND Voting on Sunday ARE IMPORTANT!; the popular GRASSROOTS ACTION Can Stop Skunkworks! (Check out the Reader Comments); and, finally, GRASSROOTS ACTION AND Current Board Accomplishments ARE POWERFUL!

With six posts in ten days, some involving significant research …I’m taking a break!

Here are the HWFC Annual Election results, directly from the Inside Scoop:

=======================================================

INSIDE SCOOP

The three members of the Ad Hoc Election Committee, appointed by the Board of Directors of Honest Weight Food Co-op to conduct the Election of Board Members at the April 17, 2016 Membership Meeting, certified the votes cast at the meeting, and the results for six seats follows. The votes for the seventh seat were too close to call, and the Ad Hoc Election Committee will conduct a recount for the seventh seat and will certify the results Tuesday night.

354 valid votes were cast, so 88 votes equals a 25% plurality.

Tim Corrigan                        290
Carolynn Presser                  284
Kate Doyle                             272
Saul Rigberg                          266
Richard Donegan                  225
Rebekah Rice                         215

Anastasia Onorata                Subject to recount
Ned Depew                            Subject to recount

Neither of these candidates received a 25% plurality of the vote.

Collin Fox Thomas                 77
Howard Brent                        75

Thank you all for participating in this election. The contribution of your time and energy is what makes Honest Weight the outstanding co-op it is.

Nate Horwitz, Daniel Morrissey, for the Board
Rita Nolan, Sandy MacKay, and Janet Sorell, Ad Hoc Election Committee

END
==========================================================

Congratulations to our winners and a sincere thank you to all ten (10) candidates.

Everybody who showed up last night – you, we were awesome!

Democracy in action! We were all – again – part of an HWFC Membership Meeting which was extremely well attended (there were more than 500 of us in attendance)!

Go refresh your memory if you have forgotten our historic emergency Special Membership Meeting on November 30, 2015 and those election results.

Thank you to the Nominations Committee and the Ad Hoc Election Committee for developing and keeping to a process which we trust. Special thanks to Rita Nolan!

Thank you to the Membership Committee for all your hard work in preparing for our meeting last night, getting us parked safely, signing in the voters, room set up, and helping with room clean up afterwards.

Thank you to Jessica for taking notes.

Thank you to the GRC for on-site support.

Thank you to Paul Rosenberg and Bob Henshaw for providing the sound system and audio support.

Thank you to Nate and Daniel for moderating and representing our Board, and thank you to Nate for taking time away from a really important family commitment this weekend so that you could attend our Membership Meeting!

Thank you to everybody for the wonderful desserts and snacks.

Please, if I have forgotten anybody, let me know!

Last but not least, thank you to all ten (10) of our candidates for the time, energy and commitment you gave to our co-operative in making a run for the Board. We had an incredible slate of candidates this time ’round and it is a testament to the renewed & hopeful energy at our co-op that we had ten (10) candidates to fill only seven (7) seats!

Abundance! Commitment! Talent! Transparency! Team mind! Extra amounts of good energy!

Now that’s a co-op we can all be proud to be a part of!

The breathe of fresh air which greeted us last night when we got home from the elections – the windows were all open and cool, sweet, spring air greeted us – is a harbinger of the breath of fresh air which greets us all with these HWFC Board election results this morning!

Post me a note, below, with your reflections about the elections. And, see you next blogpost!

~~~~~~

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

GRASSROOTS ACTION and Large Voter Turnout Tomorrow WILL SAVE OUR CO-OP.

RE-DIRECT, April 27, 2016: This post has been edited and re-named GRASSROOTS ACTION Needed by Bloomingfoods Food Co-op Owners in Indiana and re-directed here, for the benefit of Bloomingfoods, Indiana readers.

Info about the HWFC Annual Board Nominations and Elections was deleted because they are over …and we Member-Owners prevailed! Go here and here, for our Board election results.

Posted by Laura Hagen, HWFC Member-Owner

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


UPDATE: April 27, 2016 Bloomington, Indiana’s Food Co-op, Bloomingfoods, Board/  Management Releases Announcement About Store Closings and More Possible Employee Layoffs. After a public meeting held by the Board/Management of Bloomingfoods last night, Tuesday, April 26, 2016, this announcement was released this morning.

For more information, see my post in Comments, below.


 04/17/16: TODAY, SUNDAY!! Attend our co-op’s Annual Membership Meeting and Board Elections Sunday, April 17, 2016 at the St. Sophia Greek Orthodox Church at 440 Whitehall Road in Albany, NY.

4:00 – 5:30 pm Meet the Candidates (see here for meeting details, here for the agenda and  here, here and here for candidate information)
5:30 – 6:00 pm Dessert Potluck and opportunity for conversation. Please bring a healthy snack or dessert item to share. HWFC will provide beverages
6:00 – 8:00 pm
MEMBERSHIP MEETING

~~~~~~

PAST IS PROLOGUE
THE DANGER FOR HWFC IS NOT OVER YET

         Past is Prologue? An eerily similar circumstance to Honest Weight Food Co-op (HWFC) in Indiana? Is HWFC really out of the woods yet?

The following story is about the devolution of Bloomingfoods, a Bloomington, Indiana food co-op founded in 1976, the same year as HWFC, and which also, coincidentally, grew to have a similar numbers of shareholders (about 13,000) as HWFC.

It is also about the Honest Weight Food Co-op, located in New York’s capital city, Albany, and a group of Member-Owners of that co-operative fighting that same devolution.

Recent history at both of these American food co-ops is – in significant ways – eerily similar. Bloomingfoods’ story could be Honest Weight Food Co-op’s story.

BLOOMINGTON, INDIANA AND ITS CO-OP, BLOOMINGFOODS

          I am, in addition to being a longtime Member-Owner of HWFC, a Member-Owner of Bloomingfoods Co-op. I lived in Bloomington for several years, returning to Albany in 2013.

My first action when arriving in Bloomington – a small, beautiful, friendly mid-western, college town, with its liberal culture – was to join their co-op, Bloomingfoods. I support US food co-ops wherever I go! I had always shopped there whenever professional and personal reasons brought me to town. I was pleased that they had grown – from just the original, funky, converted, two-story home, downtown, made from  local Indiana limestone – to having three storefronts, convenient to both residents and Indiana University students.

Bloomingfood’s prices, although higher than the local Kroger’s, were still always much lower than prices I paid at HWFC (not factoring in our 24% discount for weekly Member-Owner Labor): Bloomington has a lower cost of living than Albany. I was impressed with the large selection of local Amish foods available; those prices were usually the lowest. Bloomingfoods also supported and hosted local Farmer’s Markets, both in the Eastside parking lot on Tuesday afternoons, and at the Near Westside store, on a street closed to traffic on Saturday mornings. B’foods was proud of its connections to local Indiana and mid-west farms and I had no difficulty purchasing local, organic fruits, vegetables & pastured eggs & meat.

I did most of my food shopping at B’foods, but I didn’t have the time to do Member Work, nor get involved. However, Member Work only gained me a 10% reduction in purchases at the register. I could just as easily take advantage of both once-a-week Member Day discounts and one monthly Wildcard Day (both 10% off). [1]

This made me really appreciate the value of our 24% discount as weekly working Member-Owners at HWFC!

BACK HOME TO HWFC
BOARD & MANAGEMENT SECRET OPERATIONS

          In 2013, I returned back home to Albany, NY, resuming Member-Work and shopping at HWFC, albeit in its brand new, shiny, big, store on Watervliet Avenue.

On October 23, 2015, our former Board made a direct threat to the legal power of Membership by attempting to end our Member-Owner Labor Program (MLP) which would have, consequently, ended our right to vote. Without the right to vote, Member-Owners would lose their legal control of the co-operative corporation. [2]

Rather than the standard Board communication – the electronic “Inside Scoop” – it was a small piece of paper tacked up to the Board’s cork board near the exit, on that Friday, which announced the Board’s intent to

“…end member labor on the floor and administration by January 1, 2016…” [2a]

Acting President Deb Dennis and her Board attempted to do this behind the backs of Membership, blatantly ignoring the fact that changes to the MLP rest solely and unambiguously with the Member-Owners of our co-operative corporation, as per our bylaws.

The loudest argument we kept hearing from the former Board was that member discounts at HWFC were what was killing our co-op’s budget and had to go. [3]

At the same time they were attempting to end our MLP, there was a strategic and pervasive push by the former Board focused on changing those same bylaws. We uncovered what were clearly-manipulated Strategic Planning and Bylaws Task Force planning processes, both managed by outside consultants, including one who is engaged in “… leading organizational change.[4]

I was shocked by the entrenched pattern of the Board and three-person Leadership Team (top Management or LT) working together in secret: excessively long and repeated Executive Sessions, and the prolific & expensive use of national .coop consultants, local consultants, a Strategic PR & Lobbying firm and (two) law firms, which were utilized in secret after Membership was asked to leave the room …and the Board room door was shut. [5]

There is no doubt about the fact that this former Board intended to do away with our MLP and, thereby, our right to vote. A secret letter, hand-couriered [6] to the NYS Department of Labor (DOL) [7] – uncovered through a FOIL request by a Member-Owner of HWFC, Julie Harrell [8] – not only made it clear that the Board was “transitioning” the co-op, but that Management (LT) would be participating in this process of “transition.”

The former Board shared their secret “transition” plan with the DOL – the top labor regulatory body in NYS – in flagrant disregard of the fact that our bylaws require Membership vote and approval of any changes to our MLP: a vote which had never taken place.

At a subsequent secret meeting with the NYS DOL – attended solely by two law firms hired by the Board and Board-invitée Ursula Abrams, co-Chair of the HWFC Governance Review Council (GRC) – the MLP issue was pushed. [9] [10]

Why? As far as we can figure – given that secrecy still shrouds this operation – their intent was to, in effect, turn our co-op into the DOL, in the hopes that DOL would issue a written ruling that Member Labor Programs at NYS food co-operatives, are (somehow) illegal. [11]

Secrecy had to be utilized by this former Board in their dealings with the NYS DOL; a plan with this level of skulduggery would never have passed the muster of the Member-Owners.

This Board of Directors, in its decision to attempt to manipulate the top labor regulatory body in NYS into sanctioning our MLP – while knowing full well that the corporation’s owners knew nothing of this plan – utterly ignored its fiduciary responsibility to that co-operative corporation and its Member-Owners.

Not only was this Board utilizing two legal teams – one with offices in Washington, DC – it had hired a very expensive Strategic PR & Marketing firm, partners with one of the state’s top-ten lobbyists, here in the state which hosts Wall Street. [12] This PR firm, which was also registered as a lobbyist for HWFC [12a] – was using its citizen-busting ‘professional grassroots’ techniques (aka an “astroturf operation” ) to thwart the authentic grassroots advocacy efforts of Member-Owners. [13] At every step of the way, Member-Owners were prohibited from talking to one another;  communication was systematically and professionally hijacked. [13a]

Very recently-uncovered contracts and correspondence between the HWFC Board, Management and this same firm, confirm the fact that it was retained to assist the Board in its efforts to “sunset the member worker program.” [14]

Finally, this former Board was under contract with CDS Consulting Co-op and its CBLD program: CDSCC is a national .coop firm advising many other food co-op Board’s across the country and promoting its Co-operative Board Leadership Development program:

Cooperative Board Leadership Development (known as CBLD and pronounced C-build) is an award-winning innovative program designed to support your board and general manager (GM). [15]

That it did.

FAMILIES DEFEND THEIR LOCAL FOOD CO-OP, TOGETHER

          Well, in just 38 days, petitioners for an emergency meeting confronted these threats to our co-operative corporation, and on November 30, 2015 held an historic emergency Special Membership Meeting (SMM) attended by ~710 people, 620 of whom were voting Member-Owners of HWFC, which, ultimately, disempowered that Board and resulted in two-thirds of our Management Team (LT) leaving within several months. [16] [16a]

The former Board’s secret maneuvers and massive PR campaign to change our bylaws, end our Member-Owner Labor Program, and the power of our vote were uncovered, as was the (previously unknown) $75,000 in bonuses paid to Management (LT), over three years. [17]

Current Board counsel has advised that our MLP is defendable – given our current bylaws – and supported under NYS law. [18] The former Board’s claims that our MLP was killing our budget have been proved false. What was killing our budget was the $ .5 million this Board spent to “eliminate member labor and [on the] strategic planning to design its replacement”!!  [see 17] $500,000 of our collective co-op savings was utilized by this Board to pay CDS Consulting Co-op, Shem Cohen of Change Events, Inc., Corning Place Communications, Dowling Law PLLC, and  Couch White LLP …to aid this Board in their stealth agenda of separating ownership of our co-operative from us, the Member-Owners. [19]

Bill Frye, the President just prior to Deb Dennis, was quoted on October 16, 2015, as this Board’s secret agenda was rolled-out, by Albany’s Times Union reporter, Tim O’Brien: [19a]

“‘We would like to get the member workers off the floor of the store. It’s very expensive,’ he said … ‘They are really not as a effective and efficient. They almost have to be retrained every time they come into the store. They also like to chat.'” [20]

Bill Frye was removed from the Board – forty-five days after this quote hit the NY capital’s streets – at its emergency SMM on November 30th …by a packed room, full of the owners & their families of this 39 year-old co-operative corporation, many of whom “like to chat.” The Board secretary, John Serio, did not retain his Board seat. Three new Board members, supportive of our MLP and transparency, were elected: Carolynn Presser, Kate Doyle and Nate Horwitz.

69% of the Membership voted no confidence in current Management, the three-person Leadership Team (LT) of Duke Bouchard, Lexa Juhre and Lilly Bartels, as well as voting to implement a new Management structure (both straw polls). [20a]

Finally, 85.7% of Member-Owner voters at the SMM – 504 people – voted to disapprove the Board’s decision to “…end member labor on the floor and administration…” [21]

On January 5, 2016 four members of Deb Dennis’s Board stepped down, including Dennis herself. At our next Membership Meeting & Annual Elections, held on Sunday, April 17, 2016 we took the entire Board (one seat is still not official.) [22] [23]

That small piece of paper tacked up to the Board’s cork board – pulling the trigger on their stealth plans to end Honest Weight Food Co-op’s Member-Owner Labor Program, our vote, and our control of our co-operative corporation – had been silently pinned up on a Friday afternoon, October 23, 2015.

The following morning, Chris Colarusso initiated a petition for an emergency Special Membership Meeting (SMM). She said that it only took 1 1/2 hours to get 65+ Member-Owner signatures on that petition.

Chris came to that Saturday morning co-op meeting prepared. Thank you, Chris!

Her legally-executed document signed by the Member-Owners of our food co-operative corporation and calling for an emergency meeting of the Membership – was placed in acting President Deb Dennis’s hands by Chris on Saturday, October 24th …a little more than 24 hours later.

This story is a testament to the living, breathing power of local families helping each other out, using real community, real co-operative, and real grassroots action, all of which are alive and well at this American food co-op, near the banks of the historic Hudson River, in Albany, NY.

~~~

A thoughtful citizen advocate might, at this juncture, take the time to pause, reflect …and ask:

Just what was the Board of a simple upstate NY food co-op doing spending a half-million dollars to buy the services of: two law firms – one with DC offices; registered lobbyists & PR Strategists – partners to a top-ten NYS lobby firm; a nationally-recognized .coop firm – building airtight Board-GM alliances  …and an organizational change agent?

BACK TO THE HOOSIER STATE & BLOOMINGFOODS  [24]

          Several weeks ago, I was again in Bloomington.

I was shocked at the state of Bloomingfoods.

This forty year old – formerly thriving and vibrant Member-Owned & locally-owned food co-op, beloved by Bloomington families – and a lot like Honest Weight Food Co-op – has:

1. Permanently lost its “Owner Volunteer Program” (last summer);
2. Changed its “Owner Discount Structure” for the worse; [25]
3. Significantly reduced the sale of locally-grown and/or produced foods;
4. Seen the closing of its flagship (funky & well-loved!) first storefront; [26]
5. Seen the layoffs of Employees;
6. Seen the layoff of Managers;
7. Announced it expects see more staff layoffs;
8. Experienced turmoil when unionizing activities occurred, which were, initially, put down by union-busting attorneys hired by the Board; [27] [28]
9. Expanded, with not one but two new outlets, within the same year – only to find the recommendations they received from consultants, and others, to expand had financially over-extended & weakened them;
10. Seen the closing of the wonderful garden center at the Eastside store;
11. Experienced Board meetings to which Member-Owners were denied entrance and participation;
12. Got its Member-Owners – who personally invested money in the co-op – very worried about the loans they have made to Bloomingfoods;
13. Lost 20% in revenue, in part, when a Lucky’s (a Colorado-based natural & organic chain) moved in to town last year;
14. In its future, a Whole Foods, which is targeted to open next year: its possible location, the Sears’ store at the mall (minutes away from the Eastside co-op store); [29] [30]
14. Seen its (formerly modest) prices skyrocket (!), forcing shoppers to seek lower prices elsewhere in town;
15. Had its operations temporarily taken over by acting GM Paula Gilbertson from National Coop Grocers (NCG). [31] [32]

Member-Owners of Bloomingfoods appeared to have lost control of their locally-owned, locally-operated food co-op.

Its operations had been assumed by a nationally-based corporation, National Coop Grocers.

Honest Weight Food Co-op, like Bloomingfoods and 150 other US co-ops, representing 200 stores, is also a member co-op of National Coop Grocers. [33]

TALKED TO THE LOCALS

          What stunned me was the change in prices! Everything had gone up! I called my husband and we compared prices between the exact same brand items here at HWFC and there at Bloomingfoods: pre-packaged foods like organic, bottled tomato paste, coconut & olive oil, Coconut Aminos, gluten-free crackers. Everything was more expensive than at HWFC.

Unlike several years ago – when Bloomingfoods prices were always cheaper than HWFC – there was a complete reversal: this mid-western food co-op was charging prices higher than an upstate New York co-op! In fact, prices had gone up since my last visit to town in October, 2015, only five months ago.

A change in the cost of living in Indiana (there has not been a significant change) does not explain nor account for this dramatic rise in Bloomingfood’s prices.

No longer is Bloomingfoods in Indiana cheaper than HWFC in New York. Those days are gone.

Gone was the large selection of locally-grown or produced Amish foods. For example, I could find no Amish cheeses at the West Side co-op; the price for local Amish chicken had skyrocketed. More in evidence was meat from (national?) suppliers, with brand names I was unfamiliar with. I could find no local, grass-fed, grass-finished beef (in the midwest?)! The cost of organic butter was absolutely not affordable. I could not find the local, inexpensive Amish butter I used to buy.

And sauerkraut? Again, this is the mid-west, Indiana is home to Amish, Mennonite and plenty of German & Swiss families; sauerkraut is a staple, one of the four basic food groups! They had Bubbie’s, which I used to buy at HWFC (until I researched how it is processed and quickly switched to a locally-produced, live, organic, sauerkraut from the Hudson Valley or from Hawthorne Valley Farms in Harlemville, NY): the price for either Bubbie’s or a locally-made sauerkraut was astronomical!

I talked to Member shoppers, several staff, and community members in Bloomington. A staff member, when I asked what was going on with prices and a change in atmosphere at the co-op said (a direct quote): “I don’t know man, it’s almost like we were taken over or something.” A floor manager cheerfully said they had a new GM and they were tightening their belts. A friend who has friends who are personally & financially invested in Bloomingfoods, stated her friends are afraid for their financial investment (Member-Owner loans) in Bloomingfoods.

Gone were the shelves at the end of an aisle with locally-made crafts, candles, jewelry & kitchen gadgets, which I always loved!: replaced with that week’s latest promotional or (non-local, nationally-promoted) sale item.

The three storefronts I visited (one, Elm Heights, was brand new to me; see endnote 24) were all glossy, clean, high-end looking: chic-chic. The shelves were very neatly stocked & full.

Bloomingfood’s flagship store – the funky, two-story, comfy “home” – was gone. Its doors are closed. [See endnote 26: a picture is worth a thousand words.]

Bloomingfoods uses the same paper goods as HWFC and, if memory serves, the same paper bags (with the handles that always break). The sale flyers look the same as ours. Every aisle is picture-perfect, in fact, the product layout on shelves could have been a mirror to that at HWFC.

Our two co-ops have been transformed to look more like expensive food boutiques…

…rather than the place to both purchase low-cost, high-quality, sustainable, locally-grown & produced organic foods, and work shoulder-to-shoulder with our neighbors, as our families connect up with and support local, organic farm families.

This food co-op in Indiana, with its glossy, picture-perfect store lay-outs and fully-stocked shelves, is in trouble. An adjunct professor friend of mine told me she can no longer afford to shop at Bloomingfoods; she hits sale days at Lucky’s (Wednesdays) and has switched to shopping almost 100% at Krogers. [34]

WHAT HAPPENED TO B’FOODS MEMBER-LABOR PROGRAM?

          On April 10th, I emailed Bloomingfoods and asked what had happened to the Member-Labor Program. This is, in part, the reply I received from Jean Kautt, Marketing and Member Services Manager, Bloomington Cooperative Services Inc.:

We discontinued our owner volunteer program last summer for several reasons (this was publicly announced at our annual meeting in October [2015])…

…Nationally, most co-ops have had to discontinue their volunteer programs due to changes in labor laws, tax laws, and insurance liabilities. It has gotten very complicated in the past 40 years! After conferring with our legal advisor and our labor union representative, it was apparent that we were no longer able to offer the volunteer opportunities we had in the past. We are still exploring other ways for our owners to be active at the co-op, and with a national network of almost 200 co-ops to share information with, there are some good ideas out there…

I was instantly sensitive to the use of the terms “volunteer program” and “volunteer opportunities” when referring to, what we here at HWFC call our “Member-Owner Labor Program” or MLP. Here, the word “owner” had disappeared. [34a]

It is also not factual to state that, “Nationally, most co-ops have had to discontinue their volunteer programs…”  There are many US co-operatives which continue to utilize Member-Labor. [35]

I also would like it confirmed that B’foods Labor Union did, in fact, agree that B’foods could “…no longer … offer the volunteer opportunities we had in the past…”, as this email implies. A union, agreeing with Management, to sunset Member-Labor at a co-operative? Really?

The NCG representative, Paula Gilbertson, assumed the role as acting GM of Bloomingfoods in June, 2015.

That same summer, Bloomingfoods’ “owner volunteer program” was permanently shut down. In addition, significant staff layoffs were announced (see below).

I was struck by how utterly similar Bloomingfoods’ (or at least their Marketing and Member Services Manager’s) reasons for ending their Member Labor Program were, to the reasons put forward by our former Board. Some of the language in this April email was virtually identical to words uttered by HWFC former Board Members last October, when they attempted to permanently shut down our Member Labor Program.

Funny, this email says that things have “gotten very complicated in the last 40 years.” HWFC and Bloomingfoods co-ops have both been locally-owned and operated for 40 years – very successfully. I don’t remember any “complications” during that time period – here at HWFC in NYS anyway [36] – which necessitated ending our Member-Labor Program for good. I can’t believe that things are that much more “complicated” in the state of Indiana.

It is a very recent phenomenon, this idea being promoted nationally, that Member-Labor – and, hence, Member control and local control – are threats to a co-operative corporation. These are, in fact, fundamentals of a co-operative! Yet here we find Member-Owners at two different food co-ops being fed the same vague, undefined, threatening language, “changes in labor laws, tax laws, and insurance liabilities:” language being wielded as a tool to dis-empower co-op Member-Owners…

…no, let me call a spade a spade: these vague threats are being wielded to peel away the control & ownership of a co-op from the Member-Owners.

~~~

Local control of US food co-operative’s is under attack; control of organic food is being undermined. The individuals & families who are invested in the co-op and who are also deeply invested in their local, hometown community are losing control of both their food co-ops and their food supply.

HOW MANY B’FOODS EMPLOYEES WERE DOWN-SIZED OR LET GO?

          I’ll let media articles & blogposts speak for themselves:

Bloomingfoods: Layoffs Expected As Business Declines
June 15, 2015

The co-op is reducing overhead in order to operate profitably with lower sales and several middle management positions were eliminated last week resulting in a number of layoffs,” acting general manager Paula Gilbertson [from NCG] said in a press release…

She says more layoffs are expected as Bloomingfoods management seeks continued reductions in its operating expenses. [37]

Bloomingfoods Co-op Announces Layoffs Amidst Increased Competition
June 16, 2015

Bloomingfoods Co-op has laid off 18 middle management employees in the past week — with more expected… [38]

Bloomingfoods Meeting Hints at More Layoffs
June 23, 2015

See the Herald Times article. [39]

Iconic Bloomingfoods Co-op starts to “right its ship.”
June 23, 2015

…on June 9, 2015, the General Manager resigned and everybody heaved a sigh of relief. This was a needed first step taken by a board that had since added two (or three?) new members and had gradually and subtly moved from its years-long default position of doing whatever the GM wanted to understanding and acting independently.

Within a few more days, 40 management positions were eliminated, with more to come… [40]

Bloomingfoods Hires New General Manager
Jan 12, 2016

about a dozen members of the managerial staff were let go. [41]

MORE TO THE STORY, a dot coop FIRM: CDS CONSULTING CO-OP …YET AGAIN

          It is noteworthy that both co-ops, Bloomingfoods and HWFC, have been or are clients of CDS Consulting Coop; in fact, Bloomingfoods is a featured client on CDSCC’s website and its former three-term, Board president, Art Sherwood was and is a CDSCC consultant. Both of these US food co-ops – Bloomingfoods and HWFC – have relied upon the consulting services of this nationally-advertised .coop firm, with national interests and national ties: interests not necessarily based in nor springing from each of the local communities of these two food co-ops. [42] [43] [44] [45] [46] [47] [48] [49]

Contrast the glowing picture painted of Bloomingfoods by CDSCC – one of their featured clients – with this assessment of the co-op by National Co-op Grocers (NCG), at the time acting GM Paula Gilbertson arrived from NCG. This was captured on June 23, 2015 by blogger and Bloomingfoods’ Member-Owner Ann Kreilkamp:

Last night I attended a Member/Owner OpenHouse set up by the Bloomingfoods board, to let us know what has been going on with the reorganization, spurred on by the assessment and guidance they — or rather, WE — are receiving from the National Coop Grocers Association, which serves 150 co-ops nationally, and has been brought in during this crucial transition to help stem the bleeding which, according to the NCGA, is the worst they have seen. Though food co-ops nationwide are going through hard times, for Bloomingfoods, ‘the path to solve for cash-positive is the most difficult we’ve ever encountered.’ [emphases added] [50]

One has to pose the obvious question: if CDSCC’s consulting services for Board & Management training are so successful, why is this CDSCC-featured co-op – in such dire straits? Why is Bloomingfoods “the worst they [NCGA has] seen,” according to this B’foods Member-Owner’s blog report?

NCG’s assessment – “‘a path to solve for cash-positive [which] is the most difficult we’ve ever encountered…'” should include a recommendation to the Member-Owners of Bloomingfoods to review the deliverables to and the cost of this national group of .coop consultants, for all contracted years. [see endnote 46] [51]

~~~

Author and Member-Owner of the Putney, VT food co-op, Mimi Yahn has written about CDS Consulting Co-op, with a wake-up call to US food co-op owners to guard their bylaws. In her January 14, 2015 article in The Commons, Losing Our Principles, she states:

…The wording in the CDS bylaws template eliminates nearly everything that makes the current by-laws specific to the Putney Co-op and to cooperative governance. It is generic and vague enough to make for an easy and completely legal transition from a cooperative entity to a subsidiary of a large corporation…

…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…

…In my own experience serving on bylaws committees with different nonprofits and community organizations, I’ve never seen a better, more eloquent, and more clear set of bylaws than those currently governing the Putney Co-op.

From the inclusion of the beautifully worded cooperative principles (removed from the proposed bylaws) to the specifics of board responsibilities and member rights (both also removed), the current bylaws are clearly and unequivocally cooperative in governance and progressive in nature.

The proposed version, on the other hand, 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…

…trust was seriously damaged when the board attempted to force a vote [on the new bylaws] at the annual meeting and imperiously attempted to shut down the discussion and questions by members…

…Characterizing the concerns of members about fundamental revisions to the bylaws as a matter of “perception as opposed to reality” doesn’t help the board’s case or credibility. Nor did one lengthy discussion at the December meeting over their proposed change, which would allow members to attend, but not participate in general meetings.

Despite the vehement assertions of the board that there is no difference beyond semantics, there is. It’s called democracy. [emphasis added] [52]

In Still Searching for Democracy at Putney Food Co-op, in the February 11, 2015 issue of The Commons, Ms. Yahn continues:

…No wonder, then, that when the policy governance model [promoted by CDS] states unequivocally that the policies made by the board must “establish control over the entire organization,” co-op boards across the country adopt this mandate unquestioningly. And when members protest, we are branded and dismissed as “alarmist,” “uninformed,” “micro-managers,” and worse.

The model also mandates that these new policies must replace “more traditional documents such as mission statements, strategic plans, and budgets” and a crucial part of this governance shift is rewriting the bylaws.

That’s where the bylaws template provided by CDS to the Putney Food Co-op board comes in.

And so this begs the most important question of all: Do the member owners have any voice left, or is CDS dictating the means, the ends, and all the policies, procedures, and bylaws in between that govern the Putney Food Co-op? [emphasis added] [53]

Ms. Yahn notes the trend towards the “corporitization” or “Stepfordization” of US food co-ops, in her two well-researched articles and one letter to the editor. Pay close attention to examples of the exclusion of local, Member-Owner control and the strengthening of the axis of power between Board & Management. (Be sure to read the Comments at the end of each):

Losing Our Principles was published on January 14, 2015, by The Commons Online, a project 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. The publisher, VTDigger.org, “is a statewide news website that publishes watchdog reports on state government, politics, consumer affairs, business and public policy.

Ms. Yahn updated her article, Searching for Democracy at the Putney Co-op, with Still Searching for Democracy at the Putney Food Co-op, in this February 11, 2015 Letter to the Editor in The Commons Online.

In December, I emailed Mimi Yahn and asked whether or not the Member-Owners of the Putney Food Co-op had retained or eliminated their original bylaws. Ms.Yahn stated, “CDS was ultimately successful…[54]

They were eliminated. Putney Food Co-op’s “better, more eloquent, and … clear set of bylaws” is history. [55]

~~~

CDS Consulting Co-op’s Co-operative Board Leadership Development training or CBLD Team Leader, Mark Goehring, along with CDSCC consultant Thane Joyal, personally worked with our former Board. To remind you, CBLD is a “program designed to support your board and general manager (GM).” [56] Foisted upon our co-op last spring, by the former Board, was CDSCC’s CBLD product called the ‘Fresh Start’ Bylaws Template, thankfully never brought to a vote nor ratified by our Membership.

An example of the gutting of Member-Owner’s power and control, promoted by CDSCC, is the Special Meetings’ clause in its Fresh Start Bylaws. Fresh Start allows for Special Membership Meetings, however Article III 3.2, informs us that the “Decisions made at any special meeting are advisory only.”[57]

This is reminiscent of Ms. Yahn’s story about her Vermont co-op.

Where would HWFC be today 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? 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?

We could have held a Special Meeting; however, our decisions would have been advisory, not legally-binding. Under these CDSCC Fresh Start Bylaws, Article III 3.2, the former Board would have retained full power and control. Our Member-Owners could not have stopped any of their actions through our emergency Special Membership Meeting.

The Special Membership Meeting (SMM) is – at many US co-ops – the only way for local co-op owners to halt a wayward, dysfunctional, power-grabbing Board …or a Board being unduly influenced by national consultants. Eliminate the power of the SMM in the bylaws… …monkey with the bylaws’ definition of “shareholders” vs “Member-Owners” …and a handful of people, at the top, will control your co-operative corporation.

~~~

Three US food co-ops – in Vermont, New York and Indiana – with local, Member-Owner control & ownership of their co-operative corporation under attack, compromised …or gone. All three are (or were) CDSCC clients. [58]

If I were a Bloomingfoods Member-Owner, I’d grab the bylaws (dig up old copies, as well) and start attending Board meetings; in the February 2016 Board Minutes under item 4, Bylaw Changes are calendared in for March and August, 2016.

And I would get to the “SPECIAL MEMBER-OWNER MEETING: THE FUTURE OF BLOOMINGFOODS” on Tuesday, Apr 26th @ 6:30 pm – 9:00 pm, Rhino’s Youth Center, 331 S Walnut St., Bloomington IN. Since notice of this meeting was only sent out via email five days ago, on Thursday, April 21, 2016 …you may not have heard about the meeting …about your future. The email says:

Please join our new General Manager, Tony Alongi, along with our Board of Directors to learn about current business conditions and future plans for our co-op.

SAD STORY, BUT WHAT’S IT GOT TO DO WITH HWFC?

          What does all this have to do with our co-op here in Albany, New York?

We Member – Owners here at Honest Weight Food Co-op stopped a train on November 30, 2015 at our emergency Special Membership Meeting: stopped, in its tracks, the actions of an out-of-control Board with its strong & secret alliance with out-of-control Management: an alliance which excluded Member-Owners and which, in fact, sought to remove Member-Owners from power.

We Member-Owners – including our Member-Owners who are employees – successfully defended and maintained control of our locally-owned food co-op…

…for now.

We did not lose control of our co-operative in November. We wrestled back control…

…for now.

The path we were on is eerily, in fact almost exactly like the path of Bloomingfoods …except that we Member-Owners defended our co-op. We kept local control and we kept Member-Owner control of our co-operative corporation.

Bloomingfoods did not.

We stopped our train…

…but for how long?

By the way, did it matter to this story that some of the Members were Member-Owner employees and some of the Members were simply Member-Owners?

No.

ALL the Members of Bloomingfoods – Owner and Owner-Employee alike  – are facing the same possible future: the potential closing (or reduction in size, best case) of their co-op.

YOUR VOTE TOMORROW – WITH NO EXAGGERATION – WILL DETERMINE HWFC’s FUTURE!

          With no attempt to exaggerate or to manipulate you, I am stating the fact that the election tomorrow will determine the future of our beloved forty year-old food co-op: the Honest Weight Food Co-op, Inc.

The Member-Owners of Bloomingfoods Co-op, in Bloomington, Indiana did not stop their train in their tracks. Now, they have lost the power & control of their forty year-old food co-op.

As a result, they are now having to confront the very real possibility – the stark reality – of the closure of their co-op (or what once was their co-op) or – at the very least – a reduction in the number of storefronts and the dismissal of an even larger number of employees (union employees or not).

Worse case: they are facing a future with a town – home! – which no longer has a food co-op.

A beloved forty year-old co-op – which was founded by Member-Owner families like yours and mine – may go belly-up or be bought up.

WE OWNERS HAVE TO DEFEND OUR LOCALLY-OWNED CO-OP TOMORROW

          It’s time to – again – defend what is ours.

We Member-Owners – and I include all our Member-Owners who are also employees, because we are all in this together – we, together, can vote to keep our co-op going in the direction our current Board has been taking us: see their list of accomplishments, here.

Six Board members have done an amazing job in only four months! Imagine what this team will do with a full complement of nine (9) Board members!

We need Member-Owners to show up, to listen, and to vote for candidates who are:

-pro-HWFC
-pro-Member-Owner Labor
-pro-Good Employee Working Conditions
-pro-Local Farmers and Local Food Producers
-pro-a Co-op which Remains Locally-Owned and Locally-Operated

Ten (10) announced candidates are running for seven (7) open Board seats. Select seven from among the ten candidates tomorrow night. These ten  candidates have honored our democratic process & transparent nominations process.

Given recent rumors of a rush to announce candidates from the floor tomorrow night – and thereby doing an end run around our democratic process – I am recommending that you not vote for anyone tomorrow who is nominated from the floor.

LOCAL INDIANA CO-OP VOICES SPEAK: WE NEED TO LISTEN
BUT FOR THE GRACE OF ELECTIONS TOMORROW, THERE GO WE

          Let me share some of what Bloomingfoods Member-Owners are saying, through their blogs. Some of the observations are eerily similar to experiences we have had here at HWFC – these stories could be ours:

Posted October 9, 2014 Bloomingfoods Co-op Crisis, Act II. Unite Bloomingfoods marches to Board Meeting by blogger and Bloomingfoods Member Ann Kreilkamp at Exopermaculture:

But wait a minute, you say. Bloomingfoods is a Co-operative, not a Corporation!

something happened along the way to begin to torque our original member-owner operation into a quasi-corporation, with an expanding physical presence (three major stores, two minor ones, and counting), a long-time CEO-like General Manager, a budget that is not transparent, workers who are both underpaid and feel disrespected and disenfranchized, and a board that vets anyone who wants to serve on it to say whether they can even be nominated to come up for a vote!

…The March was scheduled for 5:30 p.m. with the Co-op Board Meeting at 6:30. I got to the East Side Store, where the march was set to begin, at about 5:20. Not many folks there yet. Would they come?

Ten more minutes, and the crowd had swollen enough to make a good showing for our short march to the board meeting. Oops! Once there, we were stopped. Not allowed in. What? Somebody opened the door to tell us. The fire marshall has decreed that only 40 are allowed in the room. Are you on the list. Did you RSVP? Oops, maybe four of us RSVPed. Okay, you can go in.

The rest of us, and that’s most of us, milled around some more, kvetching about not having even known that we were supposed to RSVP! Was this the first time a board meeting had required an RSVP from member-owners? The answer to that was never clear to me. Whatever was going on behind that innocuous looking front window was something we were not going to be privy to?[emphases added] [59]

Here is a local media account of this same Bloomingfoods Board meeting, held on October 7, 2014:

Anyone who was not a member-owner was also not allowed in and some of the member-owners were turned away because fire code only allowed so many people in the room at one time. [60]

Posted August 9, 2014 Why do I Shop at Bloomingfoods? by blogger and Bloomingfoods Member Daniel Bingham at The Road Goes On:

It also quickly became apparent that there was almost no transparency. The newsletter didn’t talk about coop issues. The minutes from board meetings were conspicuously absent. Indeed, until recently I had no idea when board meetings even were. They weren’t advertised.2 The newsletter mostly included fluff articles and local events. I had no idea what was going on internally to the coop, and no clear channel for finding out…

The more I shopped at Bloomingfoods, the more I realized that they carried very little local produce. What they did carry all seemed to either not be labelled with its origin … Most of what Bloomingfoods carries is big organic. Much of it is even conventional.

As I got to know local farmers, I started to learn about what the coop required of them in order to carry their produce. One local farmer I spoke to told me that he had given up trying to sell to Bloomingfoods. When he’d attempted in the past he’d been told to match the prices of the big organic farms in California. Which is impossible for him to do, and unreasonable for a coop to ask of him. [emphases added] [61]

Posted June 23, 2015 to Exopermaculture  by blogger and Bloomingfoods Member Ann Kreilkamp:

…After a short slide show of graphs from the NCGA folks that alerted us both to our predicament and its national context, the microphone was turned over to the member/owners present, with lots of warnings to be civil, to not speak too long, and so on. I was surprised. Do they need to tell us to be civil? We are always civil here, so civil in this community, by and large, that the former GM and his minions got away with way too much stasis for way too many years.

Though we were warned repeatedly not to comment, but simply to ask questions — one question each, please — and hand in written comments to the board afterwards, everybody in line had things to say, and none of them were confined to one question. That the board sought to confine comments to questions led to agitation, a sense of revolt and dismay — and then, simply, ‘disobedience.  [emphases added]  [62]

BLOOMINGFOOD’S MANAGEMENT SPEAKS

          Let me end with comments made by Management of Bloomingfoods: Paula Gilbertson, who was the acting-GM at Bloomingfoods, from National Coop Grocers (NCG), in an interview with Joe Hren from WFIU radio (Independent Public Media):

June 29, 2015 Bloomingfoods Acting GM On Communication, Pricing And Staff

Hren: Most of what I’ve heard about were more administrative-type moves. Is that going to continue to happen or are there other plans for some sort of new marketing with the store.

Gilbertson: This is sort of phase one. The opportunities in Bloomington are great and I think the co-op serves the market very well. I think we can refine and change with the times and catch up with simple things that we didn’t have to do 20 or 30 or 40 years ago.

Hren: And what are some of those things?

Gilbertson: We’ll want to take advantage of social media in terms of having discussions, having more information, having more communication available.

Hren: And with those members, besides shopping, how do you keep them involved or do you want to keep them involved in this process of change that’s going to happen?

Gilbertson: Member forums, on a monthly basis to have dialogue with the members of the board that they’ve chosen as their representatives, those are regularly scheduled. We will be sending out regular communication to members about the transition plan and what’s happening with this. Bloomingfoods has this opportunity to open the doors wide and talk with its members.

Hren: So what now, you just had the meeting and I assume this will be a long process…what can people expect to start happening now?

Gilbertson: We’ll kind take it one step at a time. We’ll communicate more frequently and more often, we’ll updated people and our next big push will be for the annual meeting in October.

Hren: This is a trend that’s happening probably across the country. Are there other things that Bloomingfoods can learn outside of Bloomington to bring that here to help in that situation?

Gilbertson: We’ve noted that it has slowed down the growth of some of our co-ops when competition comes to town and there are more players. But it makes us better and makes us focus on those core strengths we have. I think we will have embraced a lot of what co-ops across the country have learned as competition has come into there area: there is something unique the cooperative ownership structure offers.

Hren: So besides the surveys, is there anything else the customers could see in the stores? Maybe prices or other items?

Gilbertson: Actually we’re working on pricing right now to be implemented the first week of July and we’re working hard on that as we speak. We’re looking at where we have opportunities to adjust our prices  and serve our members better. So hopefully you’re going to see happier staff and staff more in tune with what’s going on and more informed, so I would hope there would be more engagement with customers and staff. (END) [63]

January 12, 2016 Indiana Public Media reports Bloomingfoods Hires New General Manager:

Bloomingfoods has hired a new general manager. Tony Alogni will start the job on March 1st.

Currently, Alongni holds a position at the second-largest co-op in the country, Hanover Co-Op in Hanover, New Hampshire… [64] [65] [66]

                                                                                                                                                                             © Laura Hagen

=========================================

[1] This is reminiscent of HWFC’s marketing tool of “Shareholder Saturdays:” why do Monthly Work (3 hours) as a Member-Owner and get 8% off when you can buy on “Shareholder Saturdays” for 10% off – and do no work!

This marketing strategy, however, cleverly  removes any incentive for Member-Owners to invest in and commit to their local co-op. We are relegated to the role of customers (getting a coupon) …rather than of Owners.

[2] The move to initiate reductions to HWFC MLP discounts had already begun at the  June, 2015 Membership Meeting. This Board’s attempt to end our MLP on October 23, 2015 was an attempt to sink the nail in that coffin.

[2a] Member-Owners, see the official Board minutes for October 20, 2015, here: http://www.honestweight.coop/page/board-meeting-minutes-99.html

[3] It has since been determined that the “cost” of our Member Labor Program is not what derailed our budget, see endnotes #17 and #19.

Our Treasurer’s first Quarterly Financial report will explain, in detail, how the former Board massively over-spent co-op savings in the last year.

[4] Shem Cohen of Change Events, Inc. (see: http://shemcohen.com/); Mark Goehring, CBLD Team Leader and Thane Joyal, CDS Consulting Co-op (seehttp://www.cdsconsulting.coop/;  http://www.cdsconsulting.coop/consultants/mark-goehring ; http://www.cdsconsulting.coop/consultants/thane-joyal )

See my two posts, GRASSROOTS ACTION and current bylaws ARE POWERFUL!, here and GRASSROOTS ACTION and Bylaws (Again) ARE POWERFUL! here; see the sections BYLAWS: LOTS OF READING AND THINKING TO DO and ALICE IN WONDERLAND DOWN THE RABBIT HOLE Is this a Bylaws Task Force or a Better End Member-Labor Task Force?

 [5] CDS Consulting Co-op; Change Events, Inc.; Corning Place Communications; Dowling Law PLLC; Couch White LLP.

In addition, see:here, here, here, here, here and, finally, here.

[6] This letter was hand-couriered to the NYSDOL after a fully-executed petition to oust current Board members, via an emergency Special Membership Meeting, had been personally handed to the acting Board President, Deb Dennis, on Saturday, October 24, 2015. See here.

[7] See the secret Board letter to the NYS Department of Labor, here.

[8] See the FOIL request, here.

[9] The secret meeting, between an HWFC Board representative (GRC co-chair, Ursula Abrams) & two Board law firms (attorneys John Vero of Couch White and Joanmarie Dowling of Dowling Law) and NYSDOL employees, took place on Wednesday, December 2, 2015, after our historic emergency Special Membership Meeting, held on November 30, 2015! (Do you recognize the pattern here: just ignore the legal wishes of co-op owners and bull ahead?) The decision to prevent Member-owners from attending this meeting was made by acting President Deb Dennis, who confirmed this fact to a packed Board meeting on January 5, 2016!

To this date, we do not know meeting content nor outcomes.

A written report to Membership, presented by Ursula Abrams, then co-Chair of the HWFC Governance Review Council (GRC), who was the only other Board-invited guest to this meeting, has since been confirmed to have been written or edited by the Strategic PR firm hired by the Board.

The GRC had a responsibility to the Member-Owners of this co-op to share this meeting date, time, place and agenda with Member-Owners: it did not do so. It had lost sight of the fact that it is not a committee of the Board; it was originally founded by the Member-Owners of HWFC to watchdog the actions of another out-of-control Board. The GRC was tasked with reporting directly to Membership (as well as to the Board).

In other words, the GRC is a Committee which serves at the pleasure of the Membership; whom, in this case, it ignored.

See here, under section entitled, Secrecy:

[10] Member-Owners see here.

[11] A properly structured Member-Owner Labor Program at a food co-op is absolutely allowable in NYS, with the presumption that the bylaws are properly written and the “owners” have control over the operations of the co-op. See this document, here, written by our Board Treasurer, Kate Doyle, Esq.:

[12] Corning Place Communications’ website lists Hinman Straub as its partner. See Corning Place’s website, here. See the 2015 NYS JCOPE Report, here: http://www.jcope.ny.gov/pubs/POL/2015_%20Annual%20Report_%20FINAL_4_8_16r.pdf

[12a] Search NYS JCOPE website, here: http://www.jcope.ny.gov/view_filing.html

Also NYS citizens may search the Project Sunlight website, https://projectsunlight.ny.gov/ . Project Sunlight is the the work of Blair Horner, a longtime, respected citizens’ advocate from NYPIRG. See: http://www.ag.ny.gov/press-release/attorney-general-andrew-cuomo-appoints-blair-horner-new-special-adviser-policy-and

[13]Astroturfing” is fake grassroots’ actions – used to thwart and undermine citizen groups, the real grassroots – which meet the agenda of a paying client or corporation: in this case the paying client was our own Board of Directors.

See definitions of “astroturfinghere and here. See my post, GRASSROOTS ACTION and Current Bylaws ARE POWERFUL here; especially the sections SECRET & SILENT STEALTH PR STRATEGISTS PULLING THE BYLAWS’ STRINGS? and STRATEGIC PR FIRMS COST…HOW MUCH? AND THEY DO WHAT TO GRASSROOTS ACTION?

[13a] A recent review of invoices from this firm, Corning Place Communications, has confirmed former Board payments for such “astroturfing” activities.

[14] The former Board paid Corning Place Communications $20,000 during 2015! A portion of one of these letters, with this text, was read by Board candidate (and new Board member) Tim Corrigan, at our annual Membership and Board Elections’ Meeting on April 17, 2016.

[15] See CDS Consulting Co-op, under “Co-operative Governance,” here.

[16] This was the largest Membership Meeting in our co-op’s 39 year history!

The grassroots advocacy done by this group of “Petitioner’s for an Emergency Special Membership Meeting” was and is phenomenal! 38 days: petitioning & “tabling” at our co-op, “clipboarding” in the parking lot, late-night meetings, daily organizer email updates, the formation of several member-owner websites (including this Grassroots Action is Powerful! blog, here!) and a FB page, a mailchimp blast e-list, getting petition paperwork done, phone calling, info-meetings with Membership, legal docs re. MLPs in NYS, orange “Let’s Chat” t-shirt donations, a new written policy on petitioning at HWFC, organizing the meeting, FOIL Letters, communications’ struggles overcome, printing up ballots, preparing food…  …and all this with the DIRECT OPPOSITION of the Board which clamped down on ALL means of communications between Member-Owners, while leveraging & lobbing the professional astroturfing services of the Board’s Strategic PR Firm against us!…

The outpouring of energy, effort & commitment from these Member-Owner individuals and families has directly  led to a co-op which is, once again, continuing on with its original mission of being locally-owned, “Member-owned and Member-operated…”

It is an honor to be working with all the fellow Member-Owner, grassroots advocacy heroes: who are – simply – families helping one another to keep our co-op strong, locally-owned and locally-operated.

[16a] Subsequent to our SMM, Duke Bouchard and Lexa Juhre resigned their top Management positions (as part of HWFC’s three-person Leadership Team (LT) ).

[17] This board spent “$500,000 to eliminate member labor and [on] strategic planning to design its replacement;” “[o]ver $200,000 on Central Avenue building since moving to new store;” and “$75,000 in bonuses paid to LT over three years.” Member-Owners see here.

[18] Please see this document, written by Kate Doyle, Esq., to understand MLPs and NYS law.

[19] At the January 5, 2016 Board meeting, it was announced to Membership, by our newly-elected Board members, that the former Board had spent $257,000 on legal fees in only six months (since July, 2015). This former Board was spending $42,833 a month (!!!) to two law firms, to assist them in their agenda to end our MLP, change our bylaws, remove Member-Owner control of our co-operative corporation and implement a replacement to our MLP.

The Quarterly Financial Report, which our Treasurer is preparing, will shock all of us. The monies used by the former Board – to undermine and eliminate Member-Owner power – came directly out of our HWFC savings. These are the funds you and I, and all the other HWFC Member-Owners, collectively “own:” the funds which positioned us as a financially-healthy food co-op, funds which should have been used in the furtherance of our mission. Instead, our savings was used against us, in order to eliminate the power & control we legally hold in our co-operative corporation.

[19a] Thank you to Tim O’Brien  and the Times Union for staying on this story! We grassroots families here at HWFC are very lucky to have a reporter of Tim’s caliber who’s following our advocacy efforts to defend our food co-operative and to keep it locally-owned and locally-controlled.

Follow the story through his eyes, since October 16, 2015, here.

[20] See the Times Union, dated October 16, 2015,  Honest Weight Food Co-op Considers Dropping Member Workers in Store by Tim O’Brien, here.

[20a] The text of the two straw polls – with the official  election results from our SMM – is as follows:

4. Member review and vote on recommendation for the Board to research and consider a different Management Structure.

Straw poll results are as follows:
67.7% Voted Yes the Board may consider a different management structure

395 Yes – Board may consider different management structure
188 No – Board is not encouraged to consider a different management structure

5. Member review and vote on a finding of no confidence in the members of the leadership team and request that the board initiate review, pursuant to the employee manual, regarding each member of the leadership team.

Straw poll results are as follows:
69% Voted to Change the Leadership Team

393 Voted to Change the Leadership Team
176 Voted to Keep the Leadership Team

See the Special Meeting Notice  (pp. 1 & 4) and the Official Election Results.

[21] This was also a straw poll. See the Official Election Results.

[22] John Serio, Secretary, also did not maintain his Board seat at our SMM on November 30, 2015. On January 5, 2016 four members of Deb Dennis’s Board stepped down: Deb Dennis, Leif Hartmark, Roseann Coto-Batres, and Roman Kuchera.

[23] See Tim O’Brien’s Times Union article, Six Win Seats on Honest Weight Food Co-op Board, in the Tuesday, April 19, 2016 Times Union

[24] As an aside, for those who love bungalows, Arts & Crafts homes, 1930’s kitchens, and wood (!), read this book about the Hoosier cabinet, The Hoosier Cabinet in Kitchen History, by Nancy R. Hiller, who lives in Bloomington. See her website, here and see her blogpost about the Hoosier cabinet she designed for Bloomingfoods’ newest store, Elm Heights.

[25] See: http://www.bloomingfoods.coop/members/

[26] http://www.bloomingfoods.coop/banner_slider/locations-2/kirkwood-announcement/

http://www.yelp.com.au/biz/bloomingfoods-bloomington-7

and http://www.heraldtimesonline.com/news/local/future-of-downtown-bloomingfoods-uncertain/article_b8a42455-c427-5056-8f0b-a8cfc59aa67a.html

[27] See these two articles about unionization at Bloomingfoods in The Ryder, written by Robert F. Arnove, Chancellor’s Professor Emeritus of Education at Indiana University (unknown if is he is a Member-Owner of B’foods):
http://www.theryder.com/2014/12/21/the-unionization-of-bloomingfoods/
http://www.theryder.com/2015/02/08/the-unionization-of-bloomingfoods-part-2/

[28] See this September 15, 2014 blogpost by Bloomingfoods Member Daniel Bingham, Dear Bloomingfoods, Please Don’t Hire Union Busters, here: http://theroadgoeson.com/articles/article/dear-bloomingfoods-please-dont-hire-union-busters

[29] http://www.heraldtimesonline.com/news/business/whole-foods-coming-to-bloomington-s-college-mall-in/article_f175d14e-19ab-11e4-bde5-0017a43b2370.html

[30] Whole Foods Market (NASDAQ: WFM) and co-ops which are National Coop Grocers (NCG) members utilize the same national wholesaler: United Natural Foods, Inc. (NASDAQ: UNFI).

[31] http://www.bloomingfoods.coop/417-board-announcement/

http://indianapublicmedia.org/news/bloomingfoods-gm-resigns-coop-undergo-changes-83238/

[32] https://www.ncg.coop/

[33] Bloomingfoods and HWFC are both member co-ops of National Coop Grocers (NCG). See: https://www.ncg.coop/find-co-op

[34] On April 1, 2016 Lucky’s Market and Kroger’s announced a “strategic partnership.” See: http://www.luckysmarket.com/press-release/

[34a] We caught a similar alteration in language usage at Honest Weight Food Co-op. The Board sends announcements through its e-Inside Scoop. The former Board had started calling itself the “Honest Weight Board of Directors.” The word “co-operative” had disappeared.

[35] A straw poll survey conducted by one of our Member-Owners, who took the time to call NYS food co-ops, found many thriving Member-Labor Programs. There are many  US food co-ops (which do not belong to National Coop Grocers (NCG) ) which sustain active, Member-Owner Labor programs.

Please research the work of Laddie Lushin, Esq, a VT attorney who specializes in nonprofit and co-operative law and who has written in favor of Member-Labor Programs at food co-ops, from a legal standpoint.

Do your own straw poll. Develop a list of all the food co-ops in your state – in addition to the ones which are members of NCG; call each one with a list of questions about Member-Labor at their co-op; make sure to connect up with actual Member-Owners, not just Board & Management representatives.

[36] See Critical Legal Information, by Kate Doyle, Esq., who is our current Board Treasurer:

[37] http://indianapublicmedia.org/news/bloomingfoods-layoffs-expected-business-declines-83509/

[38] http://www.heraldtimesonline.com/news/local/bloomingfoods-co-op-announces-layoffs-amidst-increased-competition/article_aad9b893-840e-5b11-befe-ced2d02eacb9.html

[39] http://www.heraldtimesonline.com/news/local/bloomingfoods-meeting-hints-at-more-layoffs/article_cf4184c7-a923-552b-9a5c-09449c1015a9.html

[40]  Posted to Exopermaculture  by blogger and Bloomingfoods Member Ann Kreilkamp, on June 23, 2015. See, https://www.exopermaculture.com/2015/06/23/iconic-bloomingfoods-co-op-starts-to-right-its-ship/

[41] http://indianapublicmedia.org/news/bloomingfoods-hires-general-manager-92167/

[42] See under “Clients” at http://cdsconsulting.coop/

[43] Read the relevant sections in each of my blogposts: here, here, here and here.

[44] There is evidence in Board minutes that HWFC Boards have been working with CDS Consulting Coop since December 2009: at least six years. Member-Owners see: http://www.honestweight.coop/uploads/BoardMin/1358112288_2009-12-01_Board_Minutes.pdf

[45] The former HWFC board executed a contract with CDS Consulting Co-op in December, 2014, specifically for CDSCC’s Co-operative Board Leadership Development (CBLD) with its ‘Fresh Start’ Bylaws Template.

[46] An estimated tally of the amount HWFC has paid to CDS Consulting Co-op over the  last almost three years is $84,000.

[47] Bloomingfood’s January 2016 Board  minutes indicate they are participating in CDS Consulting Coop’s CBLD trainings: http://www.bloomingfoods.coop/wp-content/uploads/2014/09/January-2016-Minutes.pdf

[48] See the comments by Donald Kreis, Esq., a current candidate for the Board of Directors of the Hanover Food Co-op in NH, who is supported by the co-op advocacy group, Concerned About the Co-op (CATC), relating to CDSCC and the NCG contract, in his December 17, 2015 blogpost, The ‘Share of Stomach’ Challenge at the Hanover Co-op: December Board Report, here: http://www.kreis.coop/blog/?offset=1450493078922

[49] Cooperative Grocer Network lists, as its three sponsors:
CDS Consulting Co-op
National Coop Grocers
National Cooperative Bank

See: http://www.grocer.coop/

Website accessed on April 19, 2016.

[50] Posted June 23, 2015 to Exopermaculture  by blogger and Bloomingfoods Member-Owner Ann Kreilkamp at https://www.exopermaculture.com/2015/06/23/iconic-bloomingfoods-co-op-starts-to-right-its-ship/

[51] Bloomingfood’s January 2016 Board  minutes indicate they are participating in CDS Consulting Coop’s CBLD trainings: http://www.bloomingfoods.coop/wp-content/uploads/2014/09/January-2016-Minutes.pdf

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

[53] February 11, 2015 Letter to the Editor in The Commons, by Mimi Yahn entitled Still Searching for Democracy at the Putney Food Co-op, updating her article Searching for Democracy at the Putney Co-op.

[54] Private email correspondence dated December 8, 2015.

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

[56] See CDSCC under “Co-operative Governance, here: http://www.cdsconsulting.coop/cooperative_governance/

[57] The paper & electronic copies I have of the CDSCC ‘Fresh Start’ Bylaws Template, provided to HWFC in 2015, includes this text, in Article III 3.2. However, CDSCC’s website has since amended their Template (rev. 02/24/16) and this clause has been removed: http://library.cdsconsulting.coop/wp-content/uploads/CBLD-Fresh-Start-Bylaws-Template.pdf

Another way co-op bylaws are being manipulated, so as to gut Member-Owner power & control, is by adding new shareholders. By buying into the “One member, one vote” PR slogan, utilized to manipulate (which we heard echoed at our co-op), a co-op with 11,000 new shareholders added, instead of working, Member-Owners, will find it virtually impossible to both get enough signatures for a Special Membership Meeting and to reach quorum at that meeting.

Result? Same endgame as in Article III 3.2: Member-Owners cannot carry a vote. They have lost corporate power & control. Who’s in control? The Board.

The term “shareholder” belongs to a top-down, traditional corporate structure.

In other words, research carefully before even considering changing your food co-op corporate structure & bylaws to include thousands of new shareholders. Lots of US co-ops are not making this change to their corporate structure and bylaws.

[58] See: http://www.cdsconsulting.coop/case_studies/our_clients.php#P

http://www.cdsconsulting.coop/case_studies/our_clients.php#H

http://www.cdsconsulting.coop/case_studies/bloomingfoods-market

 [59] Posted October 9, 2014 to Exopermaculture by blogger and Bloomingfoods Member-Owner Ann Kreilkamp at https://www.exopermaculture.com/2014/10/09/bloomingfoods-co-op-crisis-act-ii-unite-bloomingfoods-unite-marches-to-board-meeting/

[60] http://indianapublicmedia.org/news/bloomingfoods-employees-voice-concerns-coop-board-72940/

[61] http://theroadgoeson.com/articles/article/why-do-i-shop-at-bloomingfoods

[62] https://www.exopermaculture.com/2015/06/23/iconic-bloomingfoods-co-op-starts-to-right-its-ship/

[63] http://indianapublicmedia.org/news/84227-84227/

[64] http://indianapublicmedia.org/news/bloomingfoods-hires-general-manager-92167/

[65] http://www.bloomingfoods.coop/general-manager-update/

[66] Member-Owners of the Hanover Food Co-op in NH started an independent, grassroots organization, after disagreements with co-op Management and Board over firings at their co-op, and other issues. See Concerned About the Co-op (CATC), here: https://www.facebook.com/concernedaboutthecoop

OUR GRASSROOTS ACTIONS are applauded by a Vermont Blogger & Co-op Member!

Posted by Laura Hagen, HWFC Member-Owner

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

1. Here are draft minutes of the recent board meeting, held on Tuesday, January 19, 2016 as posted over at Member-Owned, Member-Operated, HWFC. Thank you note-takers!;

2. Here is a recent article by Tim O’Brien at the Times Union, entitled Group Aims to Bring Co-op to Schenectady, which talks about the new Schenectady food co-op, the Electric City Food Co-operative, and which mentions HWFC;

3. Here is a URL to check HWFC meeting dates, times and places; you can also post the URL into your own browser: https://docs.google.com/spreadsheets/d/1-L8WC4-T6qzxcF3pL3WH6yzMkn01fyM-kDdYlHMwbWE/edit?usp=docslist_api

4. The January 24, 2016 Membership Meeting (and scheduled voting) has officially been cancelled. THE NEW MEETING DATE IS SUNDAY, JANUARY 31, 2016 in Emerson Hall at the FUUSA (the Unitarian Church at 405 Washington Avenue, Albany, NY); 5:30 pm dessert potluck, 6:00pm Membership Meeting.

All previously scheduled voting has been cancelled. There will be a financial overview with discussion. There will also be an opportunity to meet with all the different committees of HWFC, learn about them and their various projects & goals, and, perhaps, make a commitment to join!

Here is the official membership meeting agenda.

5. I have been invited to post on the HWFC Member Forum, the Virtual Conversation, by Chaz Martel, who is a moderator of the Forum as well as a co-chair of the HWFC Communications Committee, and who occasionally posts here. So, for the first time ever, I will join the conversation at the HWFC Member Forum and, as well, post the URL to my blogposts each time they are written. Thank you for the invite! And please do join in the conversations here, as well, HWFC Forum members!

A VERMONT ATTORNEY’S BLOGPOST
ABOUT HONEST WEIGHT FOOD CO-OP GRASSROOTS ADVOCACY

Honest Weight Food Co-op member-owners, we grassroots advocates have received official recognition & praise of our community, grassroots advocacy efforts from a fellow food co-op member and former food co-op board president here in the northeast: Donald M. Kreis.

He is a Vermont-based attorney who is

on a mission:  to build the cooperative economy.  By “cooperative economy” I don’t just mean people being helpful to one another.  I mean increasing the share of economic enterprise that is conducted by cooperatives — a unique kind of business entity that is owned by its users, democratically controlled by them, and committed to returning any surplus to its member-owners. [1]

He is a member of the Hanover Consumer Cooperative Society, an 80 year-old New Hampshire food co-operative, who served as a president of this co-op for three years and who is currently running again for its board.

You may be familiar with the Facebook page of a group of co-op members from the Hanover Consumer Co-operative Society, here, called Concerned About the Co-op (CATC), who, like HWFC member-owners are fighting the corporitization of their food co-op and who felt the need to set up their own means of communication in order to speak freely to each other. Mr. Kreis is currently seeking the endorsement of CATC for his run for the board of directors of the the Hanover co-op.

Mr. Kreis’s January 19, 2016 blogpost is entitled, Some Honest Talk about Honest Weight and Member-Workers at Consumer Co-ops. He compliments our advocacy efforts right off the bat as awe-inspiring:

“Democratic member control” is the second of the seven Cooperative Principles – and,  at the Honest Weight Food Co-op in New York’s capital city of Albany late last year, there was an awe-inspiring example of Principle 2 in action.  The members of Honest Weight called a special meeting and exercised their right under their co-op’s bylaws to oust one board member – an embattled former president — and elect three newcomers.

This was no mere popularity contest or expression of peevish personal pique.  At issue was a decision by the board of Honest Weight in October to end the co-op’s member work program in which consumers who belong to Honest Weight provide free labor to the co-op in exchange for a discount at the register.  A straw vote taken at the special member meeting in question on November 30 made clear the degree of member disapproval of this decision:  of the more than 600 members present, 85.7 percent said they wanted to keep the member worker program…

Mr. Kreis cited the recent resignation letter of four board members, as well as the personal response to these resignations by current board member and Vice-President, Ned Depew. He continued with a detailed legal overview of co-op member-labor, citing our board Treasurer, Kate Doyle’s document, Critical Legal Information. [2]

I think we will all be very interested in Kate Doyle’s response to the legal information which he has provided, as he has some legal disagreements (which he delineates) with her document. [3]

I have forwarded this blogpost to Kate Doyle and Carolynn Presser, [4] our newly-elected board members who are also both attorneys. It is my hope that they will communicate with Mr. Kreis through his blog – and here, as well – and add to the collective knowledge and opinions about member-owner labor programs at US food co-operatives. Our goal, of course, is how to strengthen and make sustainable our own member-owner labor program.

I submitted a reply to Mr. Kreis’ post here, included more details about our recent grassroots advocacy, thanked him for the hat-tip to our grassroots website here at HWFCinfohub and made sure he was also aware of our second grassroots website, over at Member-Owned, Member-Operated, HWFC.

In my thanks to Mr. Kreis I acknowledged the unbelievably wonderful grassroots community action here at HWFC:

Thank you for calling our actions an “awe-inspiring example” of “democratic member control”! Truly, thank you very much. To our credit, member-owners took action less than 24 hours after the board posted its intent to gut our MLP …and we sustained that action for 39 solid days of hard grassroots work (during the holiday season!), to get us to to an emergency Special Membership Meeting, attended by more than 700 people, 620+ of whom were active, voting members!

Our largest membership meeting ever: history-making, for our 40 year-old co-operative!

…I am very, very proud of our co-operative, grassroots community action! It proves to me that, despite powerful forces, national consultant influence, legal & Strategic PR & Lobby teams, secrecy, and big pots of money levied against us, a group of community members & families can still band together to advocate and save something of great value to them, their families and to their local community: their community-owned and operated food co-operative.

If you were part of this action, take these thanks very personally: you made a difference!

Go on over and join the conversation with yet another American attorney who strongly supports locally-owned, democratically-controlled food co-operatives …and who saw fit to compliment us here at Honest Weight Food Co-op for our awesome grassroots actions!

Mr. Kreis obviously spent some time reading & learning about our own co-op’s recent issues and our member-owners’ successful advocacy, [5] and he took the time to formulate a lengthy and well-written response. Read his thoughts, accept his compliments, consider the legal information he presents …and open up a brand new line of communication to a fellow co-op member here in the northeast by going over to his blog and saying hello.

We people dedicated to strong, democratic action in our locally-owned food co-ops need to reach out to each other and share information, as a first step, wouldn’t you agree? We are not all alone here in our Albany, NY food co-op!

READ ABOUT ANOTHER CO-OP’S MONTHLY BOARD MEETINGS

Donald Kreis’s December 17, 2015 blogpost, The ‘Share of Stomach’ Challenge at the Hanover Co-op: December Board Report, gives a recap of his co-op’s December board meeting, here; compare action there with action at our own co-op’s board meetings. You might find it of interest to note his comments about his co-op’s recent NCG (National Co-op Grocers) contract (under A mysterious plan); his commentary about the board withholding essential documents – like the 2016 Budget and Business Plan (!?) – from member-owners (under Cash Poverty); and this quote about CDS Consulting Co-op (under T is for Transparency – and Trouble);

“Blum [a board member] also said she had a discussion with Marilyn Scholl of the CDS Consulting Co-op, who offered a ‘very nice sense’ of what ‘transparency’ should mean at a cooperative: ‘It’s not the ability to see all of the details but to see through all of the details to understanding key points.'”

(The saying, The devil’s in the details, immediately leaps to mind as a response to that rather disingenuous statement by CDSCC’s Marilyn Scholl.)

Board documents kept secret from members, a current NCG contract renewal process, and comments by national consultants from CDSCC. Topics which sound at all familiar?

I urge you to methodically read all of Mr. Kreis’s blogposts as many of them contain key information about both local and national co-op issues which we here at HWFC are confronting.

Thank you, fellow blogger and co-op member, Donald Kreis, for applauding our solid grassroots advocacy!

~~~

[1] See the website for the Law Offices of Donald M. Kreis, PLLC, here.

[2] In the interest of good research habits, I include a second document created in November, 2015 by attorney (and newly-elected Board Treasurer) Kate Doyle here entitled, A Letter to Shareholders from Concerned Owner-Workers. The document discusses the popular slogan (being echoed nationally at other food co-ops being shepherded towards a weakening of their local member-owner power & control) “One Share – One Vote” and the ramifications to member-owners of the (former) HWFC board adding 12,000 new shareholders to the co-operative corporation.

[3] For further research see this 2009 article by Laddie Lushin, Esq. entitled Co-op Member Labor Programs Under the Fair Labor Standards Act: A Matter of Economic Reality.

[4] Carolynn Presser (newly-elected board Secretary) conducted her own informal survey of member-owner labor programs at other NYS food co-ops and presented her findings to HWFC member-owners in November, 2015, here, in a document entitled Opinions From Other Cooperatives on the Legality of Member-Owner Labor Programs.

[5] Detailed information which could, likely, only have been gleaned from the Times Union newspaper coverage of HWFC and two HWFC citizen websites / blogs. This is a testament to the power of citizens communicating quickly & directly via the internet. Blogs create the communication channels so desperately needed by citizens, advocates, families and community members – working together co-operatively – and seeking to create positive change in their hometowns and communities. We are truly the new media!

Citizen bloggers are the 21st century’s re-creation of the 18th century Committees of Correspondence, formed here in the original Thirteen Colonies and of which I have written about before. The Committees recognized

…the power of correspondence, and more importantly the vital significance of town meetings.   (See: Committees of Correspondence at the Boston Tea Party Ships & Museum, here.)

How appropriate that we have a Vermont lawyer from a New Hampshire co-op communicating with grassroots advocates from a food co-op near to the confluence of the Hudson & Mohawk Rivers in New York State!

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. Good, solid, real grassroots action simply works!
Build Capacity: If everybody does their little bit (or a bigger bit if they can), we build our capacity day-by-day.   
Have faith: It simply works!
You are the PR: Be factual, be calm, don’t attack anyone personally, and please do be impassioned about saving our member-owned, locally-owned & controlled co-operative!

This is co-operative, in action!
Laura

GRASSROOTS ACTION and the Times Union ARE OH SO HELPFUL!

Posted by Laura Hagen, HWFC Member-Owner

I won’t be able to post more about Tuesday’s board meeting until tomorrow, however, you should know that Times Union reporter Tim O’Brien has written an article about the HWFC board meeting which occurred on Tuesday, January 5, 2016. The article, entitled Four Resign From Honest Weight Food Co-op Board, can be found here.

UPDATE: Draft minutes of this board meeting have just been posted here, at Member-Owner, Member-Operated HWFC.

UPDATE: See this Sunday, January 10, 2015 message from current HWFC board member Ned Depew: his personal response to the recent resignation of four HWFC board members.

HWFC member-owners & shareholders, please send a quick note of thanks to Tim O’Brien and post underneath his article at the TU. We grassroots advocates have a friend in this reporter and in our own local paper.

Do you know how fortunate we are that a local reporter of his caliber is following our story? One who consistently comes to our meetings (and stays ’til the bitter end! Almost midnight, really!), listens, observes, interviews key people, researches the issues, and produces a fairly well-balanced article to boot? He likely guesses or understands that there is a critical national issue that is being played out here at our own local food co-op: the fight which member-owners of community food co-ops across the United States are having to maintain ownership & control of their local food co-operative corporations.

Two key unanswered questions: who are we (the local owners of US food co-operatives) fighting off, and why are they leveraging so much time, effort & money to wrestle control of US co-operative corporations out of the hands of the local community members who are the legal owners of these co-operative corporations?

What is so gosh darned important about small, locally-owned, community food co-ops anyway that we are under attack all across the nation?

A FOOD CO-OP BOARD SPENDS $257,000 FOR LAWYERS IN HOW MANY MONTHS?

Just what do you think of our (former) board spending $257,000 in legal fees (!!!) ) (!!!) over just a six-month period, facts uncovered & disclosed by our new Treasurer at the board meeting on January 5, 2016? $42,833 a month, roughly $10,500 a week? Without our knowledge. Without disclosing the purposes. Without asking for a vote of membership approval.

There is no more information available at this time as to the scope of work: how much was paid for which activities. We do know the two law firms which the HWFC (former) board retained were involved in both the changes to or elimination of our member-owner labor program (MLP) and changes to our bylaws. [1]

All (former) board secrets & secret operations, which are now slowly being uncovered, have left a trail which leads back to these same issues: either changes to, or elimination of, the MLP or changes to the bylaws. Why these two issues in particular?

SECRETS REVISITED: MLP UNDER ATTACK

The (former) board’s secret plans received their first public exposure – the operation was rolled out – with the note the board tacked to its bulletin board on Friday, October 23, 2015; a note which informed membership that the board had moved to “end member-labor on the floor and administration by January 1, 2016.” This legal maneuver attempted to go around the will of member-owners, who, alone, hold the right to alter our MLP.

Given that the board had utilized an electronic means of communication to membership for years – the Inside Scoop – a note tacked to a bulletin board, on a Friday no less, was disingenuous.

Two law firms retained; secret executive sessions which absolutely and patently excluded member-owners; at least two secret letters to the NYS Department of Labor (DOL) Acting Commissioner [2] which we have had to FOIL to get a hold of; a secret follow-up meeting to the October 26, 2015 secret letter, with a NYS DOL Deputy Commissioner and staff held on December 2, 2015 (one meeting which we know of, to date).

Former acting-President Deb Dennis required that the board’s December 2nd meeting with NYS DOL Deputy Commissioner James Rogers remain a secret, from both the membership and from three newly-elected board members (elected on November 30, 2015): secrecy with which the Governance Review Council (GRC) of HWFC, its three-person Leadership Team  (LT or management), and the members of the (former) board complied.

This secrecy was requested before and kept after our historic emergency Special Membership Meeting, attended by over 700 people, which took place on November 30, 2015.

The only information member-owners have about this meeting is the memorandum from Ursula Abrams, co-chair of the GRC (for background, see here and here under “Secrecy”) – who was the board’s appointed representative to the meeting – and a list of names Ms. Abrams provided at the December 10, 2015 GRC meeting.

This list of names is still missing the name of one participant from the NYS DOL, whom neither Ms. Abrams, Mr. Vero nor Ms. Dowling (the two board lawyers representing HWFC’s board) could remember. [3]

Why was it critical to the (former) board that this meeting, with a top NYS Labor official, take place and that it take place sans member-owners of the co-operative?

A NEW SECRET UNCOVERED: TWO HWFC CONTRACTS POSTED ON A
NYS
LOBBYING DISCLOSURE WEBSITE

There were two, 2015 signed contracts between HWFC and 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. [4]

We know this because the contracts were recently discovered on the NYS JCOPE website (Joint Commission on Public Ethics), a NYS entity through which lobbyists & their clients are required to register. Honest Weight Food Coop [client] and Corning Place Communications [lobbyist] were registered during 2015 with JCOPE: two separate contracts were signed, one on April 25, 2015, by Board President William Frye for $5,000 (at $250.00 per hour) and one on October 21, 2015 by Board acting-President Deborah Dennis for $15,000.

No lobbying activity is apparent on the bi-monthly reports. The contracts do not state lobbying is intended, although they both require filing with NYS JCOPE.

The (former) HWFC board had retained a registered lobbying firm in April 2015 and they never disclosed to membership that they may have discussed lobbying or had intentions to lobby.

Membership is in the dark, to this day, as to the nature of any intended or executed lobbying activities by the (former) board.

It is now known, however, that one of the registered lobbyists, Joshua Poupore from Corning Place Communications, attended the secret 2 1/2+ hour executive session which took place on October 20, 2015, one of the many to exclude co-op member-owners. [5] Membership is in the dark, to this day, as to the purpose of this meeting.

Since the final bi-monthly report for the year will not be posted on JCOPE for another week, we member-owners may yet uncover more information via these public postings. [6] [7]

(FORMER) BOARD: WHAT HAPPENED TO FIDUCIARY RESPONSIBILITY TO CO-OP OWNERS?

It is important to understand that the intent and actions of secrecy were utilized against one specific class of people within our co-operative: the working, voting, shareholders who are considered the legal owners of this New York State co-operative corporation.

The (former) board was intent upon both making a NYS regulatory body aware of what it saw as the risks of our MLP and its plan to, therefore, “transition” HWFC away from its MLP (read, again, this October 26, 2015 hand-couriered, carefully-crafted, “confidential and proprietary communication” sent to the NYS Acting Commissioner of Labor by the board’s attorneys). These (former) board intentions, decisions  & plan (!) to “transition” our MLP were first revealed to member-owners when they received the FOIL copy of this letter, weeks after it had been delivered to the Acting Commissioner of the NYS DOL. This top official of a NYS regulatory agency knew of board intentions before the member-owners of our food co-op did!

Given that the Acting Commissioner’s assumption would be that the board and its attorneys spoke for the corporation (and a second secret letter would have guaranteed that member-owners and the Acting Commissioner and his staff would never meet [2]), one is left in shock as to the willful, deceitful and devious behavior of this (former) board of directors, as related to the owners of the corporation and as related to its MLP.

At the risk of appearing to delve into minutiae just a little too much, let me express my opinion that I believe this “confidential and proprietary communication” to the Acting Commissioner of the NYS DOL was dated October 24th (a Saturday), even though it was hand-couriered to NYS DOL on October 26th (a Monday), to make it appear that the letter had been conceived & written before the board had had, placed in its hands, a petition for an emergency Special Membership Meeting signed by 65+ voting, member-owners of HWFC: an action which occurred on Saturday, October 24th, later on in the day, by petitioner Chris Colarusso. This date would allow wiggle room were the question to be raised to the board: why did you send this letter out knowing the membership’s written, legal intention was to call into question your right to “end member-labor” and knowing that membership was also calling for a recall election of every elected board member?

I think our petition was the cause for that letter to be sent out, on the next available work day, fast as greased lightening can travel from the attorney’s law offices to the NYS DOL offices: via a hand-courier.

Like the board’s note tacked up to a bulletin board maneuver, disingenuous: designed to obfuscate, disguise, conceal, obscure.

In order to uncover the secret plans & activities of this (former) board of directors, the owners of this co-operative have been forced to resort to:

  • FOIL’s
  • combing public information websites
  • interpreting vague language on (available) contracts & board motions
  • combing board minutes, devoid of key information
  • reading (after the fact) confidential letters sent to the head of a NYS regulatory agency
  • relying upon the (former) board’s hand-picked designees to interpret the results of a critical, secret meeting with NYS DOL about our MLP
  • reviewing (and now questioning the validity of) the (paucity of) information provided by this (former) board, as it saw fit
  • begging member-owners, who were forced to sign non-disclosure agreements (“gag orders”) in order to participate in co-op committee work, to please speak up (see below, under Bylaws’ Revisions heading)

There is also concern that members of the board, under “Policy Governance” initiatives introduced by the national CDS Consulting Co-op firm to the HWFC co-op board, have prohibited board members from discussing certain decision-making processes of the board, with the owners of the co-op. [8]

It appears that not only was secrecy practiced by this (former) board, it was institutionalized in the very governance of our co-operative.

Board secrecy is definitely a message brokered to the (former) board by its national consultants from CDS Consulting Co-op. The May 5, 2015 board minutes state:

…Thane suggested that decisions only be made in executive session if they require the utmost secrecy. [9]

Utmost secrecy? At a food co-op? Given the (former) board’s propensity for making decisions in multiple, marathon, secret executive sessions – which excluded co-op member-owners – it appears there was a lot which required the utmost secrecy recommended by this national consultant.

Thane Joyal, who is an attorney from Syracuse, NY, is one of the two consultants from CDS Consulting Co-op, who worked with the (former) board, the other being Mark Goehring.

Our job has now become to uncover, to: reveal, divulge, expose, make public, so that our co-op can – with a spirit of inclusion & a commitment to transparency – move forward.

Information about this NYS DOL meeting assumes a critical role in member-owners being able to defend the MLP. Defend it, that is, from what has all the appearance – as more and more facts come to light – of it being under attack by the co-op’s own (former) board of directors.

THE SECRET AP NEWS ARTICLE: HWFC MLP ISSUE IS (SECRETLY) LEVERAGED TO GO NATIONAL

Mary R., in a comment below, reminded me to add to the list of (former) board secret operations, the January 3, 2016 AP news article. Thanks, Mary R., for this reminder.

Contact with the AP reporter, Michael Hill, was brokered to former acting-President Deb Dennis by the Strategic PR & Lobby firm Corning Place Communications (CPC), according to Dennis. The interview took place a day or two after our emergency Special Membership Meeting on November 30th, which would have placed it on or about the same day as the secret NYS DOL meeting on December 2nd: in fact the article makes mention of that meeting. The photo shoot for this AP article took place with Ms. Dennis at HWFC on December 15, 2015. Membership was unaware that this national AP article was even in the works and that Dennis’s interview & photo shoot had already taken place; these facts came out to a packed room at the board meeting on the evening of December 15, and only because an alert member-owner, Chris Colarusso, armed with information about this AP story, pressed Ms. Dennis to reveal them.

Ms. Dennis chose to go forward with this AP interview despite the fact that the membership had passed an advisory vote at its emergency Special Membership Meeting (SMM) on November 30th, putting down the board’s attempt to “end member-labor on the floor and administration by January 1, 2016” with an overwhelming disapproval vote of 85.7%.

She chose to go forward despite the fact that she had been present at the vote count late into the evening after the SMM, and knew that of 593 votes cast, she had received 403 votes to remove and only 190 votes to retain (what was later quantified as a 67.9% vote of non-confidence and censure – with 75% required for removal: 42 votes shy of recall).

Ms. Dennis could not claim, by any stretch, to be representing a majority of member-owners of our co-operative, nor our position on our MLP when she was interviewed by a member of the national print media.

The subject matter of the AP article: failing member-labor programs at US food co-ops, labor law fears, and examples of food co-ops which ditched their member-labor programs.

This AP article received PREMIER coverage in multiple Sunday US news’ outlets.

Its title, Will work for food? Co-op Programs End Amid Labor Law Fears (or this secondary title, Food Co-ops End Worker Programs Once Tied to Idealistic Origins Amid Legal Fears, Competition) and lead sentence,

Food cooperative programs that allow members to scoop rice, sort organic vegetables and ring up sales in return for grocery discounts are fading fast amid a changing marketplace and fears of violating labor laws…

broker a “labor law fear message” to a wide, national food co-operative audience, as well as to elected officials, regulatory agencies, and the teams of lobbyists on K Street and in each state capital, which are hired by wholesale & retail grocery & food corporations and their trade organizations, including those selling natural and organic food & products. [10]

One of Ms. Dennis’s last acts as the acting President of HWFC [11] was to insure the delivery of this MLP & labor law fear-mongering to the entire country, an act which will certainly assist national .coop organizations, like CDS Consulting Co-op and others, into frightening food co-ops to end their member-labor programs.

This national article will remain archived on the internet and future searches will provide PR gold ( aka spin) to any entity seeking to end MLPs at community-owned co-ops, using labor law fears. (Note, for example, that reporter Tim O’Brien used this very AP article as a source for this morning’s TU article.)

Here at Honest Weight, if a member-owner is prevented from exercising his or her right to do weekly or monthly work (member-labor), he or she is also being prevented from voting. Therefore, ending member-labor can be viewed as a backdoor means to disenfranchise the owners (the voting shareholders) of a co-operative corporation: to weaken or entirely eliminate their control & ownership.

The damage this AP article has done to both HWFC and all US member-owned food co-ops with active member-labor programs, is inestimable.

This AP article and its connections to the board President of a community-owned co-op – through the Strategic PR & Lobbying firm with whom her board contracted – deserves its own blogpost (stay tuned). This connection is troubling, particularly if one is a member of a (real) grassroots coalition: the voting, member-owners of a local, community-owned food co-op being an example of one.

As a food co-op grassroots advocate, you will need to become familiar with terms like: media manipulation, synthetic media, democracy-for-hire, manufactured journalism, media manipulation, fake news, fake grassroots aka astroturfs, sockpuppets, co-opted, skunkworks, and stinktanks. These are terms which citizen, grassroots advocates have coined to identify mechanisms & operations which subvert, undermine, sabotage or expertly imitate real citizen, community-based, grassroots’ efforts: be alert for secret, corporate or industry influence & backing. [12]

A quick way to usually distinguish real grassroots from fake grassroots? Real, citizen grassroots actions are usually (not always!) cash-poor and people-rich. If you see citizen, community-based actions which appear to be grassroots, but they’re attached to big sums of money and a Strategic PR firm and there is also evidence of a small group running the show, be suspicious: do your homework.

BYLAWS UNDER ATTACK
STRATEGIC PR & LOBBYING FIRM TO SINK BYLAWS’ REVISIONS IN THE CORNER POCKET: ANOTHER $20,000

How much money was spent using two legal teams to change our bylaws …the bylaws by which we member-owners maintain legal control & ownership of our corporation?

We can’t answer that yet: the data is incomplete. However, we do know that a substantial amount of money was additionally (yes, I said additionally) spent by the (former) HWFC board – to the tune of $20,000 – in retaining the services of a Strategic PR and Lobbying firm: CPC. One major goal: to help get new bylaws in place. And there was, additionally, a very specific contractual timeline established for this project.

The three-month contract – (referenced above under NYS JCOPE header) signed by Deb Dennis, vice-president [sic] on October 21, 2015, states, in part:

For the duration of the agreement, CPC will provide strategic and crisis communication services on behalf of the HWFC as it evaluates its bylaws and implements its bylaws revision [emphasis added].

The contract end date is January 15, 2016.

Deb Dennis’s board had planned a vote to change the HWFC bylaws at the membership meeting scheduled for January 24, 2016 …nine days after the termination of this same contract.

Bylaws Secrecy, National .coop Consultants, and MLP (Crops Up Yet Again)

The draft bylaws, begun in April 2015, have not yet been seen by any member-owners (save, we believe, by the 27 members of the Bylaws Task Force (BLTF), only 6 of whom are unaffiliated member-owners; its remaining members are the (former) board, management, GRC members, lawyers and consultants: including Thane Joyal and Mark Goehring of CDSCC, referred to in a BLTF Powerpoint presentation as “subject matter experts” and “Consultants with extensive experience and knowledge of other co-ops.”) [13]

We discovered that policies of secrecy had been embedded into HWFC co-op governance. Non-disclosure agreements (“gag orders”), which were required to be signed by HWFC members working on bylaws’ revisions, have greatly hindered member-owners’ abilities in gathering any information about the process used to draft these bylaws. The BLTF FAQ itself contains a gag order! [14]

This FAQ, BTW, contains a list of Citations drawn up by CDSCC, fully 95% of which relate – not to bylaws – but to the (presumed) labor law risks associated with MLPs! Of the 19 sources provided, the only bylaws’ reference included is an electronic copy of CDSCC’s Fresh Start bylaws template. [15]

Included in both this FAQ and in the BLTF Powerpoint Presentation at the September 27, 2015 Membership Meeting, was, again, source material provided by CDSCC to HWFC: examples of five US co-ops with “Member Labor Programs Phased Out Due to Legal Concerns:” Food Fair, Independence, MO (a 1992 article); La Montanita, Albuquerque, NM (a 1991 example); City Market, Burlington, VT; East End Cooperative Market, Pittsburgh, PA; and Monadnock, Keene NH. Four of these co-ops are listed on CDSCC’s website as being clients since September 2008. [16]

There were no examples provided of US food co-ops which maintain active, successful member-owner labor programs.

The list of Citations of the Bylaws Task Force FAQ begins with:

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

Of the six articles, four are dated from 1991, one from 1992 and the only current source is a 2012 article penned by Thane Joyal entitled, Who’s Watching Member Labor in Retail Food Cooperatives.

I have not yet located a copy of the research paper written by Mr. Goehring and Ms. Joyal for HWFC.

Virtually all of the electronic source materials provided by this national consulting firm to our co-op have a clear bias against MLPs at food co-ops. The only evidence of opposing viewpoints are three articles by Laddie Lushin, a lawyer and nationally-recognized nonprofit and co-operative expert who has written articles in support of MLPs (Mr. Lushin’s sources  – unlike all the others – are missing their URLs). [17]

As to why Mr. Lushin’s article, Assessing the Adequacy of Your Co-op’s Bylaws, was excluded as a source, as it relates directly to the topic at hand, I cannot say.

One citation title says it all (about MLPs, not bylaws, that is): Alicia Freese’s, Why Some Co-ops Are Killing Off Their Member Labor Programs.

Getting back to the secrecy embedded into co-op governance, the following motion was proposed at the May 5, 2015 board meeting:

A discussion of the pros and cons of the confidentiality agreement from the board to the bylaws research group was held. Leif moved that the board request Joanmarie Dowling [board’s attorney] review the existing confidentiality agreement to determine if it can be changed and limited to attorney client privileged information to allow for maximum participation and discourse.

The entire (former) board passed this motion. [18]

It is beyond shocking that a democratically-run food co-op would require of its board & members who are conducting committee work, the legal silence reserved for “attorney-client” privilege: just what is there about food co-op bylaws that would ever demand this level of secrecy, however limited?

SECRECY BECOMES THE WAY OF DOING CO-OP BUSINESS

Excessive use of lengthy executive sessions excluding member-owners; co-op governance functions attached to the terms “utmost secrecy” and attorney client privileged information;” “policy governance” training from national consultants brokering secrecy in co-op governance; gag orders required for members’ bylaws committee work; a board motion slyly tacked to a bulletin board; board minutes devoid of key information; secret, hand-couriered letters and secret governmental meetings; massive amounts of secret expenditures; a secret national media article; possible secret lobbying; and, yes, even a FAQ (yes, a FAQ!) with warnings of nondisclosure and confidentiality attached to it.

Secrets, secrets and still more secrets …being uncovered one-by-one, and always after-the-fact by the owners of our co-op. This, in what is supposed to be a democratically-run co-operative corporation with the member-owners (supposedly) in control.

I pose the question: if the former board’s true intent was, in fact, to protect the co-operative corporation by both revising its bylaws and ending its MLP why the need for all the subterfuge and secrecy?

FOUR BOARD MEMBERS RESIGN 36 DAYS AFTER RECEIVING VOTES OF NON-CONFIDENCE

At Tuesday night’s board meeting four board members resigned, with no prior notice: the same four board members who received the highest votes of non-confidence and censure (short of the 75% required for removal from the board) from the more than 620 eligible voters at our historic emergency Special Membership Meeting held on November 30, 2015:

Acting-President Deb Dennis (67.9%)
Treasurer Leif Hartmark (65.2%)
Roman Kuchera (67.8%)
Rossana Coto-Batres (58.4%)

Here is a copy of their resignation letter, read by Ms. Cota-Batres at the board meeting.

JUST THE TIP OF THE ICEBERG IN LEGAL AND CONSULTANT FEES?

$257,000 expent in just six months for lawyers’ advice, counsel and participation (Joanmarie Dowling Law PLLC and Couch White LLP).

$20,000 with a Strategic PR and Lobbying firm (Corning Place Communications).

$277,000 and counting.

It remains to be seen just how much money the former board spent for legal fees for the period Jan-June, 2015.

It remains to be seen just how much the former board spent on organizational change consultant Shem Cohen and his firm, Change Events, whose help had been utilized since April 2015 in both the HWFC Strategic Planning process and with its Bylaws Task Force.

It remains to be seen just how much the former board spent on the nationally-based consultants from the CDS Consulting Co-op firm (CDSCC), who offered up their board-management axis training program, bylaws’ revisions and “Policy Governance” advice. The HWFC contract was initiated in December 2014 for their Co-operative Board Leadership Development (CBLD) program, which includes their ‘Fresh Start’ bylaws template: a template which erases member-owner control in a food co-operative.

And it remains to be seen just how many United States’, locally-owned food co-operatives there are, who have contracted with CDS Consulting Co-op corporation, received their CBLD training and ‘Fresh Start‘ bylaws and – at the other end of the contract – no longer have member-owner labor programs and no longer have a food co-op with local, community member ownership & control.

Start your research into this national issue here with CDSCC.

Or start reading the websites and blogs of grassroots, citizen advocates and members of US food co-ops who are writing about and fighting the takeover of their local, community-owned food co-ops. Independent journalist and co-op member Mimi Yahn from Putney, Vermont, here at HWFCInfohub; Losing Our Principles; Searching for Democracy at the Putney Co-op (also read the comments); and Still Searching for Democracy at the Putney Food Co-op. Or here with the Concerned About the Co-op Facebook page of members of an 80 year-old New Hampshire Co-op, the Hanover Consumer Cooperative Society. Or this blog of a former president of the Hanover Consumer Co-operative Society in NH who is, again, running for its board. Or view this document, created by a team of HWFC member-owners, comparing the East End Co-op in Pittsburgh, PA to HWFC, both of which utilized the same consultants from CDSCC, Thane Joyal and Mark Goehring.

TAKE TIME TO REFLECT: WHAT – and who – IS UNDER ATTACK, SPECIFICALLY?

Throughout this, and recent posts, what phrases keep popping up over and over?

  1. Labor (specifically to us, member-owner labor program or MLP) and
  2. The Bylaws

What two areas of our co-op have been under full-frontal attack, targeted for change, extreme alteration, or elimination?

  1. The MLP
  2. The Bylaws

Which two HWFC co-operative corporation principles and/or documents legally vest the corporation’s owners (the member-owner shareholders) with voting power?

  1. The MLP as memorialized, legally, in
  2. The Bylaws

Which operations have been shrouded in secrecy? Let me amend that: shrouded in secrecy from the corporation’s owners, in specific?

  1. Changes to or elimination of the MLP
  2. Changes to the Bylaws
  3. (Elimination of the voting rights of the corporation’s owners)

Since Friday, October 23, 2015, when member-owners discovered that piece of paper tacked to that bulletin board – and in every blogpost here, every time the word secrecy has been mentioned – to which operations does it attach?

  1. ?
  2. ?
  3. (Elimination of the voting rights of the corporation’s owners)

If the corporation’s owners can no longer vote, what happens to their ownership of the co-operative corporation?

  1. It is eliminated.

Where do you guess $277,000 (and counting) may have gone to?

TAKE TIME TO REFLECT, AGAIN

Was all this secrecy – combined with all this money paid out to law firms & Strategic PR & Lobby firms & organizational change experts & national “.coop” firms – being utilized by the former board of Honest Weight Food Co-op to help the standing of member-owners …or was it used to harm our standing?

What do you now think?

Just what was the (former) HWFC board’s endgame? And why?

This does appear to be shaking down to be a fight (secretly) lodged for control of the corporation: a knock-down in which we member-owners didn’t even know we were in the ring. It certainly does appear that the (former) board had been leveraging corporation resources ($277,000 and counting) in order to legally vest control in the board of directors & management (our three-person Leadership Team) …and to, thereby, remove ownership from the, roughly, 1,350 local, community members & families who co-operatively own the Honest Weight Food Co-op, Inc.

Could this explain the marathon secret meetings? Two law firms, one with D.C. offices? The contracts with a PR & Lobbying firm, partner to a NYS “top-ten” lobbying firm (in the state which includes Wall Street)? A nationally-recognized professional “organizational change” agent? A nationally-based .coop firm with a reputation for its “streamlined” bylaws and propensity for strengthening board-management power, at the expense of local, community co-op ownership? The $257,000 in legal fees?

The utter exclusion of member-owners?

Does this explain why the bylaws process has an airtight, legally-binding confidentiality agreement attached to it? Why the bum’s rush on passing the bylaws in January, 2016? Why nobody, I mean nobody, can uncover a copy of the (former) board’s draft bylaws?

Because a printed copy of these bylaws would reveal – finally and in black & white for all to see – the (former) board’s true corporate intentions?

Is this why the (former) board hired an organizational change consultant?

Because, shrouded from the owners of the corporation, our corporation & its owners were being levied and primed and positioned – slowly, methodically, inexorably, and secretly – to undergo and accept major organizational change? Corporate change?

Could this be possible? Could this have been the endgame of the (former) board of directors?

This co-op story has some of the same underpinnings found in your favorite Wall Street corporate-takeover movie: Gregory Peck in Other People’s Money, Michael Douglas in the classic movie (what else?), Wall Street, and the more recent Margin Call or The Wolf of Wall Street.

Apparently, business rubrics advertising “natural,” “organic,” and “independently & community-owned” no longer make a co-operative corporation immune from corporate shenanigans.

 THE POWER OF GRASSROOTS ACTION: ALSO INESTIMABLE

Take a moment to imagine all the wonderful things – local organic food projects; healthy-food education programs; organic gardening assistance programs; local backyard composting programs; projects connecting local organic farmers to local HWFC families; increasing our co-op’s networking with regional organic farmers; community outreach to local, under-served communities here in the city – our cash-poor & community spirit-rich group of grassroots HWFC member-owners could have done with this $277,000.

Just imagine.

Now, turn away from the power & secrecy this $277,000 represents …and look to the power of grassroots action: the power of people, friends, colleagues, neighbors, and families, all the owners, co-operatively, of a community-owned food co-op.

In 39 days (!), a smaller, grassroots group of these people were successful in rousing fellow member-owners, shareholders & family members –  roughly 700 people! – to show up at our largest-ever membership meeting …on the Monday night right after Thanksgiving!

620 were eligible, voting member-owners! They showed up to vote. To show solidarity. To show displeasure at the actions of a board run amok. To put down board attempts to leverage power they did not own. To show displeasure at the direction in which management was taking our co-operative. To vote in new board members, committed to transparency in governance and committed to supporting a strong, legally-defendable member-owner labor program.

They showed up fighting back against the disenfranchisement the (former) board was attempting to secretly embed into our co-operative corporation & its bylaws: the power of all these votes ended that attempt on November 30th.

They came out to show just how important our community-owned food co-operative is to us all: a thing of inestimable value because its backbone is its people.

If we member-owners hadn’t petitioned (hard, co-operatively & successfully) since October 23, 2015 for an emergency Special Membership Meeting, would we have become one of those US food co-ops to have CDSCC ‘Fresh Start’ – like bylaws voted into place: bylaws which remove local, member-owner power in the corporation? 17 days from now, on  January 24, 2016, would our co-operative corporation have quietly morphed into a co-op which looks the same and seems the same …but which would have, in fact, become a food co-op (like so many others across the US) efficiently stripped of its local, community, member-owner control, power and ownership?

Did that 39 day marathon that we, co-operatively, put in from October 23, 2015 – November 30, 2015, to get that emergency Special Membership Meeting off the ground and legal, pay off? Was it worth it?

If we hadn’t given 39 days, could our 40 year-old locally-owned, member-owned, community-owned food co-operative corporation have died on the evening of January 24, 2016?

The answer to that question is yes. [19]

Furthermore, with new bylaws in place, which used CDSCC’s CBLD  ‘Fresh Start‘ bylaws as a model, we member-owners would have been absolutely prevented from ever again reining in the actions of a wayward board through an emergency Special Membership Meeting, such as was just held. Well, we could have held 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.” [20]

Erase these thoughts.

I am more than happy to report that, instead of that particular, outrageous bylaws’ vote taking place – instead of that particular future being realized – the membership meeting – and any voting – scheduled for January 24, 2016 has been cancelled. (Note: This membership meeting has been rescheduled for Sunday, 01/31/16, with no voting scheduled: 5:30pm dessert potluck, 6:00pm meeting, at the Unitarian Church in Albany. Here is the meeting agenda.)

Member-owners, take one moment to reflect: each one of you – all of us – helped to change history. Your – our – grassroots’ actions changed the course of history for our small, wonderful community co-operative. That is about as powerful as community action gets!

But … you must stay involved! There are five HWFC board members who did not quit, who did not abandon ship Tuesday night and who need your help: Nate, Ned, Carolynn, Kate and Daniel. Keep going to board meetings. Seriously consider joining a committee of the board. Email the board with a quick, heartfelt thank you. Stay engaged.

Please be sure to keep thanking each other in small, meaningful ways for community advocacy well-done! We member-owners did an absolutely amazing thing: we turned the tide!

This is the power of grassroots advocacy, of citizen activism, and of community-members, neighbors and families bonding together to save something of great value to them all, something which, we all realized on November 30th, is irreplaceable.

But the work is not over, not by a long shot.

More change is on the horizon: on Tuesday night it was announced that one of the three members of HWFC’s Leadership Team (management), its CFO Duke Bouchard, has also tendered his resignation. [21]

More next time …if and when the ($277,000 and counting) steam stops coming out my ears.

~~~

[1] As examples: both attorneys Joanmarie Dowling, with local offices in Rensselaer, NY and John Vero, whose firm, Couch White, is noteworthy for also having offices in NYC and Washington D.C., were present at the 2 1/2+ hour secret executive session on October 20, 2015; the October 26, 2015 letter to NYS DOL was sent out on Dowling Law PLLC letterhead and signed by both Ms. Dowling and John Vero; the HWFC Bylaws Task Force FAQ lists attorneys Dowling and Vero as members of the Bylaws Task Force.

[2] We have not been able to secure a copy of the 2nd secret letter sent to NYS DOL by the (former) board yet; a FOIL request is in the works (thanks, again, to member Jules Harrell). We have been told, unofficially, that the letter directed the NYS DOL to disallow any other person or entity from attending any meetings with the NYS DOL about HWFC, except the two law firms representing the (former) board of HWFC.

[3] In the interest of accuracy, particularly since this secret meeting remains a contentious & divisive issue, I am still trying to track down the name and title of one of the meeting participants at the December 2, 2015 meeting held between the NYS DOL and representatives of the HWFC board of directors. At the December 10, 2015 GRC meeting, Ms. Abrams provided a handwritten list of names, minus the name and title of one NYS DOL employee. In subsequent emails to Ms. Abrams I was not provided with the information. At the December 15, 2015 board meeting I asked Ms. Abrams again; she requested the information of Mr. Vero and Ms. Dowling, who were seated on the dais, neither of whom could provide the name or title of this NYS DOL employee.

Ms. Abrams written memorandum from the meeting to member-owners states: “From the DOL were representatives from Labor Standards, Worker Protection and the General Counsel’s Office.”

Additional information from Ms. Abrams and the NYS DOL website (job titles):

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

[4] See the homepage of Corning Place Communications.

[5] Given the discovery of two HWFC-Corning Place Communications’ (CPC) contracts posted with NYS JCOPE – where lobbying activities in NYS must, per statute, be disclosed – one needs to revisit the use of peculiar language in one of the two motions passed subsequent to the 2 hour 40 minute secret executive session held at the board meeting on October 20, 2015: a meeting which included the entire board, the entire Leadership Team (management), two law firms with three attorneys present, and two consultants, and which pointedly excluded member-owners, as well as the general public:

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 [emphases added].

The HWFC-CPC contract, dated October 19th, was likely discussed at this October 20th executive session and was signed the following day, on October 21st. We now know that Joshua Poupore, who attended this executive session (and whose affiliation was obscured by being left off of the minutes), works for CPC and was, at the time, a registered lobbyist for HWFC, per the April 25, 2015 HWFC-CPC contract and its related JCOPE filings.

All of these facts underscore the use of these unusual, strange terms in the context of this non-public, marathon meeting and this motion, which was ratified immediately and in public, upon the conclusion of the secret executive session: these terms are deliberately vague, they obscure intent.

A red flag has gone up.

Given all the secrecy and deception thus far, given the newly-uncovered $257,000 in unknown legal expenditures, and two previously unknown HWFC-CPC contracts uncovered on a lobbying disclosure website, with contracts representing $20,000, could lobbying have been planned, unbeknownst to any but those who attended this secret 2 1/2+ hour executive session?

It is, of course, entirely possible, that CPC registered with NYS JCOPE simply as a prudent measure – in the event that lobbying were to take place – and that, in fact, no lobbying ever took place.

It is noteworthy that Corning Place Communications lists as a partner, Hinman Straub, consistently one of the top 10 lobbying firms in NYS.

It is also noteworthy that the motion itself restricts “interfacing” with the NYS DOL “and entities” to the (former) board’s two law firms; CPC is not mentioned in either of the two motions passed subsequent to this executive session.

The fact of these two 2015 HWFC-CPC contracts on the JCOPE website raises more questions than it answers. Also, since the final bi-monthly report for the year will not be posted for another week, we are missing key public data.

These two contracts and their deliverables do, however, bear scrutiny. There has already been too much subterfuge; clarity would be welcome.

[6] Citizens can track NYS governmental meetings, including with NYS DOL: visit the Project Sunlight website “established in the Public Integrity Reform Act of 2011 … [which] provides New Yorkers with unprecedented transparency regarding the appearances made by individuals and entities before the New York State government.”

[7] Phone call, January 5, 2016: thanks to Russ Haven, Legislative Counsel at NYPIRG (New York State Public Interest Research Group), for his assistance in interpreting NYS JCOPE filings.

[8] A contract between the HWFC (former) board and CDS Consulting Co-op was executed in December 2014, specifically for CDSCC’s Cooperative Board Leadership Development program (CBLD). HWFC began its contractual relationship with CDSCC in 2009; it is unknown if there has been an ongoing contractual relationship since then (this information is being checked into).

A presentation to the HWFC board was made by CDSCC representative Marilyn Scholl on November 3, 2009; the December 1, 2009 board minutes state the board’s decision to proceed with a contract with CDSCC. Board minutes list reports about CDSCC under “CBLD Report.” Member-owners please see the December 1, 2009 minutes, here.

Information about policy governance and the CBLD program was discussed and a July 18, 2010 retreat with Marilyn Scholl of CDSCC took place, with the six-hour retreat focusing on board policies. Member-owners please see the board minutes for June 8, 2010 and July 6, 2010.

At the July 6, 2010 board meeting, at which the July 18th board retreat with CDSCC was discussed, “it was clarified that our current by-laws do not support the policy governance structure.” This raises an urgent question for our current board: were CDSCC-recommended policy governance initiatives implemented by previous boards, which were at direct odds with the bylaws?

[9] Member-owners, please see the May 5, 2015 board minutes of the Honest Weight Food Co-op: Section 4d, Board Work: “Update on Executive Session Minutes/Notes”

[10] See Michael Hill’s January 3, 2016 Associated Press article entitled, Will work for food? Co-op programs end amid labor-law fears.

[11] This horse is out of the barn, the damage done, and Ms. Dennis is gone from the board. This acting-president was removed from executive office on December 15, 2015. The AP article came out nationally on January 3, 2016. She resigned from the board on January 5, 2016.

[12] See Professor Sharon Beder’s article, Public Relations’ Role in Manufacturing Artificial Grass Roots Coalitions and her list of publications, here.

Also, view this 2015 TEDx Talk by journalist Sharyl Attkisson, entitled Astroturf and Manipulation of Media Messages, here.

The Center for Media and Democracy’s project, Sourcewatch is a good place to begin your education about astroturfs and other terms used to describe corporate hijacking of real grassroots efforts, especially involving Strategic PR & Lobbying firms.

Newnetworks.com, a highly-respected national, grassroots group, advocating for consumer-based telecom issues, has accurate, concise definitions for: astroturf, co-opted, skunkworks and stinktanks, here.

Think (the appearance of) grassroots advocacy & activism isn’t for sale to those corporations which can afford to pay? Think again. Read this webpage of a top D.C. “integrated public relations and public affairs agency,” advertising its grassroots services, when “lobbying alone isn’t enough:” seventwenty strategies.

[13] Member-owners, see the minutes for the September 27, 2015 Membership Meetings under Text of Powerpoint Presentation on Bylaws Task Force (located under November 17, 2015 Board Minutes’ Attachments).

[14] See these two posts for detailed information about this bylaws process, here and here.

The Bylaws Task Force FAQ footer states the following: “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.

[15] See CDSCC’s CBLD ‘Fresh Start‘ Bylaws template, here.

[16] See the CDSCC Clients & Case Studies, here.

[17] Mr. Lushin’s three referenced articles, in the HWFC Bylaws Task Force FAQ List of Citations from CDSCC, are:

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

Lushin, Laddie. Summary of patronage dividend requirements for consumer co-ops. Published by Laddie Lushin, 2011. Available here.

Lushin, Laddie. Member labor and federal employment taxes. Published by Laddie Lushin. Note: I cannot locate either a copy of this article or a URL. I recommend contacting the author directly at 4120 Braintree Hill Rd.,Braintree, VT 05060-8854. Tele./fax: 802-728-9728; e-mail: laddie@sover.net.

[18] Member-owners, see the HWFC board minutes for May 5, 2015, here. I have been unable to locate a copy of either the “existing confidentiality agreement” or the new confidentiality agreement referenced in this motion.

[19] From personal correspondence with Ms. Yahn, dated December 3, 2015, I found out that the Putney Food Co-op did not retain their original bylaws: that fight was lost.

Re-read journalist Mimi Yahn’s February 11, 2015 Letter to the Editor of The Commons Online, Still Searching for Democracy at the Putney Food Co-op. It provides details about her Vermont co-op board’s work with CDS Consulting Co-op and their CBLD (Co-operative Board Leadership Development) program, “policy governance,”and “the board’s determination to replace the current bylaws with a ‘streamlined’ template model provided to them by CDS Consulting [Co-op], the consulting firm that has been a driving force behind the wave of expansions, new building projects, governance restructuring, and gentrification of food co-ops across the nation.

The (former) HWFC board signed a contract with CDSCC in December 2014, specifically for the CBLD program, which includes their “streamlined” bylaws package called ‘Fresh Start‘ bylaws. These bylaws virtually eliminate local, member-owner control in the co-operative corporation, replacing it with power vested in the board, and shared between board & management: shareholders become virtually powerless in this top-down model and are no longer owners.

We do know that HWFC Bylaws Task Force (BLTF) members were provided with a copy of the ‘Fresh Start‘ bylaws template in the source materials provided to the HWFC BLTF by CDSCC.

The (former) HWFC board had not only planned a vote to change the bylaws on January 24, 2016, it had also planned a vote to add 12,000 new shareholders.

Therefore, a food co-op with this new structure in place can no longer be considered a co-operative corporation, at least here in NYS.

To understand this issue, read these two documents prepared in November, 2015 by Kate Doyle, a member-owner and attorney who was elected to the HWFC board on November 30, 2015:
Critical Legal Information
A Letter to Shareholders

Please also read Ms. Yahn’s post here at HWFCInfohub, and her two articles, published just prior to her Letter to the Editor: Losing Our Principles and Searching for Democracy at the Putney Co-op (also read comments at the end of the article.)

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

[21] Effective January 28, 2016 Duke Bouchard will leave HWFC in his role in top management (a member of the three-person LT or Leadership Team) and as CFO and assume a new position as Finance Manager at the River Valley Co-op in Northampton, MA.