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.
The Indiana Daily Student says, “Bloomingfoods cannot guarantee that there will be no layoffs due to consolidation … ‘It’s better to right size the business than to remain overextended and risk closing altogether.’ ”
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). 
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. 
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. 
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.” 
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. 
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  to the NYS Department of Labor (DOL)  – uncovered through a FOIL request by a Member-Owner of HWFC, Julie Harrell  – 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.  [9a] 
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. 
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.  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.  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.” 
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). 
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.  [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. 
Current Board counsel has advised that our MLP is defendable – given our current bylaws – and supported under NYS law.  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. 
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.'” 
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…” 
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.   [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]
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 
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; 
3. Significantly reduced the sale of locally-grown and/or produced foods;
4. Seen the closing of its flagship (funky & well-loved!) first storefront; 
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;  [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; 
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);  
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).  
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.  [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. 
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 )…
…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 program” was 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. 
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  – 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. 
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… 
Bloomingfoods Meeting Hints at More Layoffs
June 23, 2015
See the Herald Times article. 
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… 
Bloomingfoods Hires New General Manager
Jan 12, 2016
…about a dozen members of the managerial staff were let go. 
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.        
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] 
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] 
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] 
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] 
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…” 
They were eliminated. Putney Food Co-op’s “better, more eloquent, and … clear set of bylaws” is history. 
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).”  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.” 
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] 
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?
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-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] 
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. 
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] 
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] 
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) 
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…   
© Laura Hagen
 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.
 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.
 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.
 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?
 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.
 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.
 See the secret Board letter to the NYS Department of Labor, here.
 See the FOIL request, here.
 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
 Member-Owners see here.
 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.:
 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
 “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 “astroturfing” here 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.
 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.
 See CDS Consulting Co-op, under “Co-operative Governance,” here.
 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) ).
 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.
 Please see this document, written by Kate Doyle, Esq., to understand MLPs and NYS law.
 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.
 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.
 This was also a straw poll. See the Official Election Results.
 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.
 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.
 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.
 See: http://www.bloomingfoods.coop/members/
 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):
[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/
 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?
 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).
 https://www.ncg.coop/ and http://www.bloomingfoods.coop/bloomingfoods-future-leadership/
[32a] See here: http://www.bloomingfoods.coop/bloomingfoods-future-leadership/
 Bloomingfoods and HWFC are both member co-ops of National Coop Grocers (NCG). See: https://www.ncg.coop/find-co-op
[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
[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–
 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.
 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
 See Critical Legal Information, by Kate Doyle, Esq., who is our current Board Treasurer:
 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/
 See under “Clients” at http://cdsconsulting.coop/
 Read the relevant sections in each of my blogposts: here, here, here and here.
 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
 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.
 An estimated tally of the amount HWFC has paid to CDS Consulting Co-op over the last almost three years is $84,000.
 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
 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
 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.
 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/
 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
 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.”
 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.
 Private email correspondence dated December 8, 2015.
 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.”
 See CDSCC under “Co-operative Governance, here: http://www.cdsconsulting.coop/cooperative_governance/
 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
[57c] See Ms. Yahn in Losing Our Principles, here: http://www.commonsnews.org/site/site05/story.php?articleno=11411&page=1#.VyegkL69gVD
 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/
 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/
 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