Board Policies

I. Ends Policies (“E”)

II. Boundary Policies (“B”)

Policy B1: General Executive Constraint
Policy B2: Treatment of Staff
Policy B3: Compensation and Benefits
Policy B4: Budgeting and Financial Condition
Policy B5: Investments and Loans
Policy B6: Asset Protection
Policy B7: Emergency Management Succession
Policy B9: Member Relations
Policy B10: Communication, Counsel and Support to the Board
Policy B11: Store Expansion and/or Renovation
Policy B12: Store and Food

III. Board – GM Linkage (“BGM”)

Policy BGM1: Unity Of Control
Policy BGM2: Delegation to the GM
Policy BGM3: Accountability of the GM
Policy BGM4: Monitoring GM Performance

IV. Governance Process (“GP”)

Policy GP: Global Governance Commitment
Policy GP1: Governance Style
Policy GP2: Board Job Description
Policy GP3: Agenda Planning
Policy GP4: Board Officer Roles
Policy GP5: Board Task Force Principles
Policy GP6: Director’s Code of Conduct
Disclosure Form
Policy GP7: Legal Duties and Responsibilities of Individual Directors
Policy GP8: Board Renewal and Continuity
Policy GP9: Trusteeship and Relations to Members
Policy GP10: Binding Initiatives and Boycott Policy

Rules of Order

1. Special Rules of Order

2. Standing Rules of Order

Election Policies

(1) ELIGIBILITY TO VOTE.
(2) CANDIDATE RULES.
(3) STAFF RESPONSIBILITIES DURING ELECTIONS.
(4) ELECTION COMMITTEE AND ELECTION WORKERS.
(5) NOMINATIONS.
(6) VOTER'S PAMPHLETS.
(7) BALLOTS.
(8) RECEIVING OF BALLOTS.
(9) BALLOT SECURITY.
(10) BALLOT VERIFICATION.
(11) BALLOT COUNTING.
(12) ELECTION RECORDS.


ENDS POLICIES

The Davis Food Cooperative exists so that our current and future member-owners and other people in the community have:

• a thriving, cooperatively owned business;
• access to healthful, sustainable, higher quality, and locally grown and produced foods;
• a retail store that satisfies customers;
• an improved environment and a more sustainable food system; and
• education that leads to informed choices about health, food systems, the environment and cooperatives.

MONITORING

All Ends monitoring reports will contain the following four elements:

A.Unless a new End, annual comparisons between previous reporting periods and current reporting period.
B.Successful results/achievements of the End: "What's going well".
C.Areas needing improvement.
D.When action is required, an action plan to achieve improvement with a timeline for achievement.

The Board may specify additional monitoring criteria for a particular End.

These Ends shall be monitored annually as set by the Board Calendar.
Ends adopted June 2011


BOUNDARY POLICIES

The Board would like to encourage the General Manager to be innovative and creative in determining how s/he will meet the Board’s strategic goals or results, as set forth in the Ends policies. In this respect, the Board wants to give the General Manager the independence necessary to achieve these results in the best way that s/he sees fit, subject to certain limitations as set forth in the Boundary policies. Other than the restrictions set forth in the boundary policies, the Board supports any actions taken by the General Manager, as long as they achieve the results stipulated in the Ends policies.

The General Manager has a fiduciary obligation to the vision, the values, and the goals of the Board of Directors. S/he is the means by which the Board achieves its intents and purpose for the agency. This implies broad, but never independent, powers.

Policy B1: General Executive Constraint

The General Manager will not cause or allow any operational practice, activity, decision, or organizational circumstance which is either unlawful, imprudent or in violation of commonly accepted business and professional ethics, or disruptive to the cooperative’s survival as an ongoing business. All activity will be for the purpose of achieving the Ends Policies set by the Board.

Monitoring

This policy shall be monitored annually as set by the Board Calendar.

Policy B2: Treatment of Staff

The Davis Food Co-op consistently moves toward a culture of service, mutual respect, and communication that is frequent, honest, open, and constructive.

With respect to the treatment of paid staff and Member-owner volunteers, the General Manager will create, and ensure enforcement, of conditions that are fair, dignified, and safe. Accordingly, s/he will:

A. Not illegally discriminate among employees.

B. Not operate, or allow the Co-op to operate, without written personnel policies that are available to all employees.

C. Not operate, or allow the Co-op to operate, without adhering to and consistently applying the personnel policies to all employees.

D. Guarantee that staff members are acquainted with their rights under all written personnel policies.

E. Protect staff from unsafe, unhealthy, or illegal conditions.

F. Ensure that the Employee Handbook includes an employee grievance procedure, and ensure that the procedure is accessible to all employees.

G. Establish job descriptions for all jobs.

H. Provide training necessary for satisfactory and safe work performance.

I. Ensure that each employee’s job performance is evaluated at least annually based upon pre-established criteria, and that job performance evaluations are delivered on time in accordance with store policy.

J. Post all job openings for staff.

Monitoring

This policy shall be monitored annually as set by the Board Calendar. The report will include, but is not limited to, the following items:
1. A review of average wages at DFC compared to other businesses.
2. A review of any changes in the personnel policy.
3. A review of the results of the staff survey, which will be conducted periodically, at the discretion of the Board and/or General Manager.
4. A review of data such as sick leave usage, turn-over rate, average length of service, use of the grievance process and the timeliness of annual reviews.
5. A report on staff training and development.

B2 revised November 2008

Policy B3: Compensation and Benefits

With respect to employment, compensation, and benefits to employees, consultants, contract workers, and volunteers, the General Manager may not jeopardize fiscal integrity or public image. Accordingly, s/he may not:

A. Change his or her own Board-determined compensation and benefits, or any contractual arrangement from which s/he benefits directly or indirectly, with the exception of across the Board changes to benefits that are applied equally to all employees (e.g. retirement, medical, vacation).

B Promise or imply permanent or guaranteed employment.

C. Establish current compensation and benefits which:
i. Deviate materially from the geographic or professional market for the skills employed.
ii. Are not based on revenues that can safely be projected.

D. Establish or change benefits so as to cause a situation that would:
i. Incur unfunded liabilities.
ii. Provide less than a basic level of benefits to all full time employees.
iii. Allow any employee to lose prior benefits already accrued from any foregoing plan.

Monitoring

This policy shall be monitored annually as set by the Board Calendar. The report will not fail to include
1. A report on employee bonuses.
2. Measures of staff productivity such as sales per payroll hour.

B3 revised November 2008

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Policy B4: Budgeting and Financial Condition

In order to provide the highest level of benefits to the members and to staff, the Co-op must continue to be a financially strong business. The General Manager will operate the cooperative in a sound and prudent manner, at all times acting to protect the solvency and long term financial health of the Cooperative. In addition, management will ensure that activities will be conducted within the context of an annual budget, and the budgeting process. The financial plans (budgets) for all or any part of any fiscal year will not jeopardize either operations or the financial condition of the cooperative. The General Manager will not cause a material deviation of actual expenditures from Board priorities established in the Cooperative’s Ends Policies.

A. With respect to general financial condition, the General Manager will not:

i. Fail to maintain necessary financial records in accordance with generally accepted accounting principles and provide all information necessary for performance of any required audits, and/or reviews.

ii. Fail to ensure that the cooperative observes local, state and federal laws and regulations pertaining to financial matters and make prompt and accurate payment of all tax liabilities.

iii. Jeopardize the credit status and assets of the cooperative by failing to make all payroll, loan, lease or other debt payments in a timely manner.

iv. Operate without pricing policies and expense controls sufficient to generate a net income as adopted by the Budget.

v. Fail to provide no later than the February meeting of the Board of Directors an analysis of different annual patronage refund options that includes impacts on taxes, cash flow and member loyalty and make a recommendation. In a year in which estimated Net Income is $5,000 or less, such analysis may consist of only a written recommendation.

vi. Fail to provide no later than the March Board meeting specific language for the possible annual patronage motions being considered. The board shall approve a motion pertaining to the annual patronage refund no later than eight and one half months after the close of the fiscal year.

B. With respect to the budget, the General Manager will not:

i. Fail to prepare operational, cash flow and capital expenditure budgets to be submitted for Board inspection at the September Board meeting.

ii. Allow budgeting that contains too little information to enable credible projection of revenues and expenses, separation of capital and operational items, cash flow, subsequent audit trails, and disclosure of planning assumptions.

iii. Fail to prepare, in additional to numerical data, a budget narrative clearly explaining the connection between planned expenditures and Board mandated ends

iv. Fail to prepare or update annually a 5 year strategic plan based upon the ENDS with a 3 year budget and present it to Directors in confidential, closed session in order to protect competitive information. The strategic plan will include an analysis of the Co-op’s overall internal strengths, internal weaknesses, external opportunities and external threats. The General Manager my substitute a comparable alternative approach to the 5 year strategic plan as long as it is applied consistently between years and approved in advance by the Board of Directors. As part of the strategic plan, the General Manager will present a contingency plan to deal with possible significant departures from the best case scenario.

v. Fail to prepare a marketing plan and present it to Directors in confidential, closed session in order to protect competitive information.

vi. Fail to ensure that the budget and financial documents:
(a) provide for Board operations
(b) provide funding for member and cooperative education
(c) include all projected expenses

Monitoring

This policy will be monitored
1. By quarterly internal report for the items listed in point A.
a) Specifically including data on sales, customer count and profitability
b) Also including documentation of payment of quarterly payroll taxes
c) Affirmation of projected ability for next quarter to pay all accounts payable and service debt.

2. By quarterly internal report to include a discussion of major deviations from budget, as well as data on the overall financial performance of the Co-op. a)Specifically including data on budget-to-actual comparisons
b) and financial indicators including current ratio, quick ratio, working capital, debt-to-equity ratio, retained earnings and membership shares.

3. By annual internal report prior to the start of the fiscal year on all items in point B.

4. Annually by external audit/ review as determined by the Board.

B4 revised April 2014

Policy B5: Investments and Loans

The Board of Directors are trustees for the equity invested in the Davis Food Co-op by member-owners and retained earnings. The Board delegates management of such to the General Manager only to the extent that such are used to attain Board mandated Ends. Accordingly, the General Manager


A.Will not invest in stocks, bonds, or other property without direction
of the Board by written resolution excepting for membership in other
cooperatives as necessary for conducting business operations.

B.Will not invest in Certificates of Deposit if adverse impact to the current ratio and the ability of the Co-op to pay all current liabilities would result.

C.Will make no loans without direction of the Board by written
resolution.

Monitoring

This policy shall be monitored annually as set by the Board Calendar in the following manner:

Table 1: Investments

Date of Investment Company/Financial Institution Dollar Amount Return

Table 2: Active Loans

Recipient Date Purpose Loan Value Interest Rate Term Principle Balance

B5 revised October 2005.

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Policy B6: Asset Protection

The General Manager will not allow corporate assets to be unprotected, inadequately maintained or put at unnecessary risk. Accordingly, s/he may not:

A. Allow insurance coverage of stock, building, furniture and equipment to fall below 90% of replacement value.

B. Receive, process, or disburse funds under controls insufficient to meet the Board appointed auditor's standards, under conflict of interest disclosure.

C. Fail to properly maintain building and equipment.

D. Allow abuse, misuse, or improper disposal of the cooperatives assets. Fixed assets will be inventoried according to a set procedure and time line. A security system will be in place to ensure adequate safeguards against theft, loss, or damage of property.

E. Fail to insure against liability losses to directors, staff and the cooperative itself in an amount greater than the average for comparable organizations.

F. Unnecessarily expose the cooperative, its Board or staff to claims of liability.

G. Fail to protect intellectual property, information and files (including those in electronic media) from loss or significant damage.

H. Allow any operational activity which would endanger the organization’s public image or credibility.

I. Allow the Co-op to incur long term debt without a normal and prudent pro forma financial analysis including a projected balance sheet and a statement of cash flows.

J. Make any purchase wherein normally prudent protection has not been given against conflicts of interest.

K. Make any capital expenditure for the fiscal year without having either:
(i) obtained comparative prices and quality, or
(ii) made a cost-benefit analysis that ensures the balance of long-term quality and cost.

L. Fail to maintain a sufficient combination of cash flow and cash reserves to allow:
(i) timely payment of all Co-op liabilities, and
(ii) a reasonable buffer against unforeseen interruptions in the Co-op’s business.

Monitoring

1. Every item in this policy except for item I will be monitored annually as set by the Board Calendar.
2. The internal report will include specific number data on items A and E.
3. Item I will be monitored by formal presentation to the Board prior to any action the Board undertakes regarding incurring long-term debt.
4. The Board may request at its discretion an external report on any item listed in this policy.

Policy B7: Emergency Management Succession

With respect to the need to plan for emergency management succession, the General Manager may not fail to:

A. Ensure that there is a person or persons adequately trained to manage the store in an emergency, until such time as the Board can authorize a temporary or permanent replacement.

B. Maintain computer and paper files in such a manner that another person can step in and carry out key responsibilities.

C. Inform the Board who s/he designates to be “in charge” in an emergency situation.

Monitoring

This policy will be monitored by internal report annually as set by the Board Calendar with updates of key personnel changes.

Policy B8: Customer Service

As a member-owned organization excellence in customer service is our highest priority. Therefore the General Manager may not fail to:

A. Strive to provide exceptional value and service to customers.

B. Clearly state the co-op’s commitment to customer service as a value in appropriate employee related policies and documents.

C. Provide for sufficient staff training in customer service.

D. Hold staff accountable for providing excellent customer service.

E. Ensure timely responses to customer concerns and complaints.

Monitoring

This policy shall be monitored annually as set by the Board Calendar.

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Policy B9: Member Relations

With respect to providing high quality service to members and potential members, and recognizing that member services are vital to the continuation of a cooperative enterprise, the General Manager will not fail to maintain a positive interaction between the cooperative and its members in all areas of business. Accordingly, s/he may not fail to:

A. Maintain membership and other records as required by law. Records will provide the basic information necessary for the planning and execution of all member relation functions including a member’s e-mail address, when available.

B. Guarantee member mailing lists are not sold, shared or given away to any third party unless approved by a 2/3 majority vote of the board of directors except as specified in the co-op’s election policy .

C. Gather information in order to propose and execute programs, activities, and events that meet the needs and expectations of members and future members. Methods include, but are not limited to, assessment of member/customer commitment, market analyses, member/customer surveys and other avenues for member/customer feedback. Review all formal member/customer surveys with the Board before they are finalized and implemented.

D. Identify potential members and conduct activities that encourage them to become members. Prepare an identifiable recruitment plan with an effective and efficient joining process.

E. Communicate effectively so that all members and potential members understand what a cooperative is, what it can do for them, what their responsibilities are, and how they may participate according to their level of interest.

i. Provide printed materials which are understandable, informative, factual and evidence-based. Materials should be up-to-date at printing.
ii. Provide a website which is understandable, informative, factual and evidence-based. The website should be up-to-date in terms of both content and style.

F. Develop and execute regular programs, activities, and events that ensure a well informed, participating membership and position the co-op positively in the overall business, co-op and neighborhood community. This may include, but is not limited to, the annual meeting.

Monitoring

This policy will be monitored semi-annually as set by the Board Calendar.

B9 revised February 2014

Policy B10: Communication, Counsel and Support to the Board

The General Manager may not cause or allow the Board to be uninformed, misinformed, or unsupported in its work. Accordingly, s/he may not fail to:
A. Submit timely, accurate, and understandable monitoring data required by Board policies. Such information will directly address each provision of the policy being monitored.
B. Keep the Board aware of relevant trends, public events of the organization, or material internal and external changes which affect the assumptions upon which Board policy has been based.
C. Provide adequate administrative and logistical support as outlined in the survey which is included in the monitoring section below. Maintaining support will be the responsibility of the GM even if further delegation occurs. The GM shall be responsible for assigning support tasks. Costs associated with the support will be incorporated into the annual board budget (Board responsibility) and, therefore, the annual operating budget of the Co-op (GM responsibility).
D. Advise the Board chair or executive committee if, in the General Manager’s opinion, the Board is not in compliance with its own policies on Board Leadership and Board-Management Relations, particularly in the case of Board behavior which is detrimental to the working relationship between the Board and the General Manager.
E. Marshal for the Board as many staff and external points of view, issues and options as needed for fully informed Board choices.
F. Provide a mechanism for official Board, officer or committee communications.
G. Deal with the Board as a whole except when

i. fulfilling individual requests for information or
ii. responding to officers or committees duly charged by the Board.

H. Report in a timely manner any actual or anticipated noncompliance with any policy of the Board.
I. Comply fully and in a timely manner with any Board request for a survey of the members.
Monitoring
This policy will be monitored annually as set by the Board Calendar by internal report and direct Board inspection. The board will also be asked to complete an annual survey, below, assessing quality of support which will be factored into the annual monitoring.

Monitoring survey

Job Duties and Responsibilities for
“sufficient board support”
(duties may be assigned to different people)

Average of Board responses on a Scale of 1-5, with 3 being sufficient.
Administrative support provided to Board President and Board Secretary on board related matters (including research and correspondence).
Materials coordinated and disseminated for the Board so it is prepared for meetings and retreats.
Notes recorded of all board, membership and other meetings.
Draft meeting minutes prepared in approved format.
Logistics arranged for board meetings, retreats and Annual Meeting.
Nominations and election process coordinated as directed.
Board (and committee) meetings publicized with times and agendas.
Board Policies prepared, maintained and distributed.
Board calendar, task lists and other organizing tools maintained as needed.
Information located and compiled for Board as requested.
Reports and correspondence composed for Board as requested.
Board records and archives maintained, including approved minutes, Bylaws and affected documents.
Member access to public portions of board records facilitated.
Board budget integrated into operating budget facilitated.
Other duties as assigned.
Overall.
Do you have any other comments related to Board support? Qualitative Response

B10 revised June 2013

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Policy B11: Store Expansion and/or Renovation

I. During the Renovation:

The following items will be regularly monitored during the course of the renovation. The BOD may include additional items as the Directors see fit.

A. Scheduling: The General Manager shall not fail to adhere to the construction schedule that is created in partnership with the designer, general contractor and staff. The GM shall not fail to report phase level schedule overruns of two weeks or more in writing to the BOD..

B. Finances: The GM shall not fail to make his or her best effort to keep cost overruns minimal and will thus use reasonable judgment to deal with situations necessitating non-budgeted expenses. For example, it is not anticipated that relatively small design changes and/or equipment selection changes will require explicit BOD approval. However, two scenarios shall not fail to trigger preemptive reporting requirements to the BOD on the part of the GM. First, the GM shall not fail to immediately inform the BOD in writing of unanticipated costs or construction needs that significantly impact the master plan and change the scope of each phase and thus requires a reorganization of remodeling priorities. Second, the GM shall not fail to report general cost overruns totaling more than 10% of the remodel budget as this will be considered significant.

C. Communication with BOD: The GM may not make significant changes to the remodeling Master Plan without consultation and approval by the Board of Directors. The GM will not fail to inform the BOD of major issues that arise that hamper the progress of the store renovation.

D. Insurance: The Davis Food Coop will not fail to have proper insurance for construction worker health and safety and other potential sources of liability deemed unavoidable during a proposed remodeling effort.

E. Member Communication: The GM will not fail to inform members about the progress of the store renovation, nor cause unreasonable inconvenience to members in the course of construction activities. The GM will not fail to provide adequate information to answer member questions.

F. Safety: The GM will not fail to inform the BOD of any compromises that occur in staff or member safety as a result of construction activities.

G. Environmental Impact: Construction and remodeling, as overseen by the GM, shall not result in unnecessary waste of natural resources. This will be accomplished by focusing on the reuse and recycling of construction waste, energy conservation, and by utilizing any other practical measures available. An official recycling and reuse plan will not fail to be provided by the project construction firm.

Monitoring

A. During a year without a proposed or ongoing renovation, remodel or expansion project, this policy will be monitored annually by internal review to allow for suggested revisions to language.

B. During a year in which a renovation, remodel or expansion project is being proposed or implemented, this policy will be monitored by internal review at intervals specified by the Board

B11 revised March 2008

Policy B12: Store and Food

DFC’s end statements pledge commitments to responsible environmental practices, healthy food, and educated customers. Accordingly, the general manager shall not fail to:

A. Position DFC at the forefront of promoting local, organic and natural foods.

i. Establish a merchandising policy that emphasizes foods and products having one or many of the following criteria: local production/harvest, organic certification, high nutritional value, low levels of processing, GMO-free, democratic or cooperative ownership of production, necessary for special diets, and supportive of environmental and economic sustainability.
ii. Allow DFC to carry some foods that do not meet the above criteria in order to provide service to members who purchase those foods.

B. Maintain high standards of safety and cleanliness in food production and handling, and assure that store facilities and systems enhance employees’ ability to maintain these high standards.

C. Advance an educational shopping environment.

i. Provide, in addition to legal requirements for nutrition facts, extensive product signage and labeling that highlight product sources, systems of production and harvest, noteworthy ingredients, and potentially adverse health effects.
ii. Offer newsletters, web pages, classes, speakers, events, books and advertising that include educational components.

D. Offer a range of products accessible to people of various income levels.

i. Conduct price comparisons with similar and competing stores in the region.
ii. Offer sale items and discount programs.
iii. Collaborate with other co-ops and small businesses to buy goods at reduced prices.

E. Encourage members and customers to communicate their opinions and wishes regarding DFC merchandising.

i. Provide a variety of channels for member feedback on food and merchandising.

Monitoring

This policy will be monitored annually in April by GM report.

B12 revised June 2009

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