Board Policies: Board-General Mgr. Linkage, and Governance

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Board-General Manager Linkage

Policy BGM: Global Board-GM Linkage

The Board's sole official connection to the operation, achievements, and conduct of the Davis Food Co-op will be through the General Manager.

Monitoring

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

Policy BGM1: Unity Of Control

Only decisions of the Board acting as a body are binding on the GM.

Accordingly,

A. Decisions or instructions of individual Directors, officers, or task forces are not binding on the GM except in rare instances when the Board has specifically authorized such exercise of authority.

B. In the case of Directors or task forces requesting information or assistance without Board authorization, the GM can refuse such requests that require, in the GM's opinion, a material amount of staff time or funds, or are disruptive.

Monitoring

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

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Policy BGM2: Delegation to the GM

The Board will primarily instruct the GM through two types of written policies: Ends policies that prescribe the organizational Ends to be achieved, and Boundary policies that proscribe means to be avoided. The GM may act in accordance with any reasonable interpretation of these policies.

Accordingly,

A. The Board will improve and refine the organizational End statements as needed so that the General Manager’s interpretation and metrics of those Ends and the Board’s understanding of what it wants to accomplish are aligned. The Board will prioritize the Ends on an annual basis so that the Ends can be used to guide the management’s annual strategic planning process.

B. The Board will develop and regularly monitor policies that limit the latitude the GM may exercise in choosing organizational means. These policies will be developed systematically from the broadest, most general level to more defined levels as needed, and they will be called Boundary policies.

C. As long as the GM acts in accordance with any reasonable interpretation of the Board's Ends and Boundary policies and the Bylaws, the GM is authorized to establish all further operational policies, make all decisions, take all actions, establish all practices, and develop all activities.

D. The Board may change its Ends and Boundary policies, thereby changing the latitude of choice given to the GM. But for so long as any particular policy is in place, the Board will respect and support the GM's reasonable interpretation of that policy.

Monitoring

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

BGM2 revised October 2010.

Policy BGM3: Accountability of the GM

The General Manager is the Board’s only link to operational achievement and conduct.

Accordingly,

A.The Board chooses to delegate responsibility for organizational performance to a sole authority, the GM.

1. The Board will never give instructions to persons who report directly or indirectly to the GM. Director requests for information may be declined by staff pursuant to Policy BGM1.
2. The Board will refrain from evaluating, either formally or informally, any staff other than the GM and the board’s administrative assistant (BGM3-B2).
3. The Board will view GM performance as identical to organizational performance, so that organizational accomplishment of Ends policies, interpretations and benchmarks, and compliance with Boundary Policies will be viewed as successful GM performance.


B. The Board makes a distinction between organizational achievement and achievements of the Board itself and considers them separate.

1. The Board may engage an employee for Board administrative duties.
2. The Board will give instructions, delegate tasks, and evaluate pursuant to Policy B10 any employee who assists the Board in administrative duties .

Monitoring

This policy will be monitored annually in October through internal review.

BGM3 revised May 2011

Policy BGM4: Monitoring GM Performance

Systematic and rigorous monitoring of GM job performance will be solely against the only expected GM job outputs: organizational accomplishment of Board policies on ends, organizational operation within the boundaries established in Board policies on Executive Limitations, and skill in using the Policy Governance model.

Accordingly,

A. Monitoring is simply to determine the degree to which Board policies are being met. Only information that does this will be considered to be monitoring data.

B. The Board will acquire monitoring data by one or more of three (3) methods: (i) by internal report, in which the GM discloses compliance information to the Board, (ii) by external report, in which an external, disinterested third-party selected by the Board assesses compliance with Board policies, and (iii) by direct Board inspection, in which a designated Director or Directors assess compliance with the appropriate policy criteria.

C. In every case, the standard for compliance will be any reasonable GM interpretation of the Board policy being monitored and the GM’s skill in using the Policy Governance process.

D. All Ends policies that instruct the GM will be interpreted, benchmarked, and monitored at a frequency and by a method chosen by the Board. All boundary policies that instruct the GM will be interpreted and monitored The Board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule. When possible, the Board will use the following procedure for receiving GM monitoring interpretations, benchmarks and reports divided as: (i) GM presentation; (ii) Director's questions and answers; (iii) Board assessment of the policy and calendaring a date if needed to address adjustments to policy.

The Board will acknowledge by majority vote into the minutes the receipt of the GM monitoring interpretations, benchmarks and reports. Receipt does not imply approval or rejection of the content of the report by the Board, only the fulfillment of the GM's responsibility to supply it. The Board may vote to extend the reporting period.

E. In the annual evaluation of the GM, the Board may use the meeting minutes, Board member surveys, and GM interviews to take into account the GM’s skill in using the Policy Governance model.

Monitoring

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

BGM4 revised October 2011.

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Governance Process

Policy GP: Global Governance Commitment

The purpose of the Board, on behalf of the ownership of the Davis Food Cooperative, is to ensure that the cooperative achieves its Ends and follows internationally accepted cooperative principles.

Monitoring

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

GP Global revised February 2014

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Policy GP1: Governance Style

The Davis Food Coop Board will govern with an emphasis on (1) outward- and forward-looking vision, (2) strategic leadership, (3) respect for diverse viewpoints, (4) collective decision-making, and (5) clear distinction of Board and staff roles.

Accordingly,

A. The Board will direct the organization through the careful establishment of policies reflecting members’ diverse values and perspectives. These policies will outline ends to be achieved and means to be avoided. The Board’s major policy focus will be on the long-term health of the organization, not day-to-day operations, and the Board will be proactive in policy-making.

B. The Board, not staff, will be responsible for excellence in governing. The Board will value the perspectives and experience of all directors and encourage a diversity of viewpoints in discussion. Once a decision has been reached, the Board will speak with one voice. The Board will allow no individual or committee of the Board to prevent the Board from fulfilling its commitments.

C. The Board will impose upon itself whatever discipline is needed to govern with excellence including: attendance policies, guidelines for preparation, ground rules for discussion, policy-making principles, clear definitions of roles, and procedures for board recruitment.

D. The Board will reserve time to monitor, discuss and improve the Board’s process and performance, with a focus on the principles outlined in parts A-C of this policy. Self-monitoring will include holding the Board to the standards set forth in the Governance Process and Board-General Manager Linkage policies. All new directors will be introduced to the Board’s governance process through the aforementioned discussions and monitoring and an annual Board retreat.

Monitoring

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

GP1 revised April 2013

Policy GP2: Board Job Description

The job of the Board is to represent the ownership of the Davis Food Cooperative in determining and demanding appropriate organizational performance.

Accordingly,

A. The Board will produce the link between the organization and the ownership.

B. The Board will produce written governing policies that, at the broadest levels, address each following category of organizational decision.

i. Ends. Organizational products, effects, benefits, outcomes, recipients, and their relative worth to the Davis Food Cooperative.
ii. Boundary Policies. Constraints on the executive authority of the General Manager that establish the prudence and ethics boundaries within which all executive activity and decisions must take place.
iii. Governance Process. Specification of how the Board conceives, carries out, and monitors its own task.
iv. Board–General Manager Linkage. How power is delegated and its proper use monitored; the role of the General Manager, authority, and accountability.

C. The Board will produce assurance of General Manager performance (against policies stated in 2a and 2b).

Monitoring

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

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Policy GP3: Agenda Planning

To accomplish its role of governance in a manner consistent with board policies, the board will follow an annual calendar that completes a re-exploration of Ends policies, and takes into consideration all matters that need to be debated and decided by the board.

A. Consent Calendar
Throughout the year, the board will attend to consent agenda items as expeditiously as possible. Any policy or Board business (action) certified by the Board President as an uncontested act shall be placed on the consent calendar, and shall be known as a “consent calendar action.” Any action can be removed without cause by any Director prior to voting. A Board action on the consent calendar is not debatable, except that the President shall allow a reasonable time for questions from the Directors and shall permit a proponent of the action to answer the questions. If objected to, the action shall cease to be a consent calendar action and shall be at the bottom of the agenda to be taken up normally.

B. Closed Sessions
Pursuant to the special circumstances allowing for closed meetings mentioned in Article V, section 1 (H) of DFC Bylaws, this section outlines those topics allowable. Pursuant to policy GP5, all rules in this policy refer also to any task force of the board.

i. The Board may meet in closed session if (1) the item to be discussed is covered by this policy and is placed as a closed session on the agenda 72 hours prior to the meeting, or (2) the closed session is agreed to by a two-thirds vote of the directors of the Board or, if less than two-thirds of the directors are present, by a unanimous vote of the directors present.

ii. Notwithstanding federal, state or local law, this policy allows the following closed sessions:

a. Action on real estate and real property transactions
b. Litigation and/or liability, existing or anticipated
c. Threats to consumers or the organization
d. Matters of competitive advantage
e. Personnel matters
f. Owner-Member complaints against individuals rather than the Co-op as an entity

iii. Notwithstanding the above, the Board shall not meet in closed session except on those matters which, because of legal requirements or good business sense, require strict confidentiality.

iv. The Board will invite the General Manager to all closed sessions except for those relating to the employment of the General Manager. By majority vote, the Board may invite other non-directors to attend a closed session if the counsel of such non-directors would be useful to the Board.

v. Excluding contrary legal counsel, the minutes of a meeting held under this policy shall provide, (1) who the presiding officer or designee of the Board was, (2) those notified or attempted to be notified of the meeting, (3) a copy of the roll call vote, and (4) any actions taken at the meeting. Closed session minutes shall be posted for a minimum of 10 days in a public place as soon after the meeting as possible.

C. Agenda Review
At the beginning of each board meeting, a time will be allotted for agenda review. Any director may bring forward a non-debatable motion to add, remove or alter items on the agenda.

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

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Policy GP4: Board Officer Roles

The President has only those rights, responsibilities and duties as set forth in the Bylaws, this policy, as required by law, or as delegated to that office by resolution of the Board. The President will take such actions as are permitted by and reasonably necessary to carry out the duties set forth in this section.

Accordingly,

1. The President will ensure that the Board acts consistent with its own rules and those legitimately imposed upon it from outside the organization.

a. Meeting discussion content will be limited to issues of Board policy rather than operations, except where information on operations is necessary to determine policy, or compliance with policy.
b. Deliberation will be fair, open, and thorough but also timely, orderly, and to the point.

2. The President will chair Board meetings, with all the commonly accepted power of that position, e.g., ruling, recognizing, scheduling and delegating. The President’s power to chair meetings may be delegated by the President to a facilitator.

3. The President will plan the agenda for meetings of the Board of Directors pursuant to policy GP3.

4. The President has sole authority for certifying uncontested actions for the consent calendar.

(a) The President may delegate this authority to the Secretary of the Board or the facilitator of the meeting.
(b) The President or facilitator of the next meeting will provide to each Director appropriate information for approval of uncontested actions for the consent calendar 5 days in advance of the scheduled Board meeting.

5. Unless otherwise approved by Board action, the President will be the sole Director to represent the Board to outside parties in announcing Board–stated positions and in stating Presidential decisions and interpretations within the area delegated to the President. The President may delegate this authority but remains accountable for its use.

6. The President will monitor compliance by the General Manager with direction from the Board, and will take such actions as are necessary to carry out Board directives. The President will advise the Board as a whole, in person, writing or other medium, of any action taken pursuant to this subparagraph, within 48 hours of such action.

7. The President is responsible for the performance of duties normally assigned to the Vice-President, Secretary, Treasurer and Corresponding Secretary, including, but not limited to:

a. The Vice-President will discharge the duties and responsibilities of the President in his/her absence or unexpected departure from office. When so acting, the Vice-President has all the powers of, and is subject to all the restrictions upon, the President. The Vice-President may also be called upon to assist the President in the discharge of his/her duties as assigned by the President or the Board.

b. The Secretary will ensure that: all Board and committee meeting minutes are complete, accurate, and approved by the Board and maintained in a permanent archive; the articles of incorporation, bylaws, and all Board policies are kept current, are provided to all Board members and senior staff, and are maintained at a central location; all Board notices required by statute, regulation and Board resolution are issued to the appropriate parties; the Board policies are updated as required by the Board; and new Directors receive the Board policies.

c. The Treasurer will ensure the integrity of the Board’s budget and financial condition and ensure that the Board develops, approves, and abides by a budget for Board-authorized expenses incurred in the course of doing the Board’s work.

d. The Corresponding Secretary will acknowledge receipt of all emails, letters or other communications delivered to the Board within 3 days of receipt and indicate to the correspondent the general procedure that will be followed; provide copies of communications to all Directors; will log or otherwise follow the correspondence through to a conclusion; and will report correspondence in the Consent Agenda each month. The Corresponding Secretary is not otherwise authorized to speak on behalf of the Board unless that authority is delegated in a specific instance by action of the President or the Board as a whole.

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

GP4 revised November 2012

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Policy GP5: Board Task Force Principles

A Board task force, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as never to interfere with delegation from Board to the General Manager.

Accordingly,

A. The board will use a task force to help the Board do its job, never to help or advise the staff.
A Board Task Force ordinarily will represent a delegation of power, for a limited time frame. A task force may assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board’s broader focus, a Board Task Force will normally not be charged with overseeing operational matters.

B. A Board Task Force will operate in accordance with the principles of the full Board, exercising the same governing focus and obeying the same code of conduct, including the limitations on speaking or acting for the Board or exercising authority over staff.

C. A Board Task Force will be used judiciously and ordinarily in an ad hoc capacity. Each Task Force will have a time limit after which its delegated authority expires; if not otherwise stated, this will be at the end of Board year in which the Task Force was formed.

D. It is recommended that each Board Task Force will have at least one member-owner who is not now, and has not been in the last 36 months, a DFC Director.

E. This policy applies to any delegation of authority by Board action, whether or not there is a group called a Task Force and regardless whether the group includes Directors. It does not apply to any committees or task force formed under the authority of the General Manager whether or not they have Directors.

Monitoring: This policy will be monitored annually by internal review as specified on the Board Calendar.

GP5 revised October 2013

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Policy GP6: Director’s Code of Conduct

The Board commits itself and its individual members to ethical, businesslike and lawful conduct including proper use of authority and appropriate decorum when acting as Board members.

A. Directors must represent unconflicted loyalty to the interests of the DFC Membership. This accountability supersedes any conflicting loyalty, such as that to advocacy or interest groups and/or membership on other boards or staffs. It also supersedes the personal interest of any Board member, such as acting as a consumer of DFC’s goods or services.

B. Directors must avoid actual or potential conflicts of interest with their fiduciary responsibility with the DFC Membership. Examples of an actual conflict of interest include: any Director who has an affiliation with, or material interest in, any entity that conflicts with, or may reasonably be deemed to conflict with, the interests of Davis Food Coop; any Director has a personal financial interest in the outcome of any dealings or transactions of the DFC; or any act by a Director that inhibits profit of, or advantage to, the DFC.
Examples of a potential conflict of interest include: any Director who is an employee, director, officer, or otherwise associated with another organization that may be benefited or harmed by actions of the Board; or any director who has, or previously had, a familial or romantic relationship with a Director, officer, manager, employee, or agent of the DFC, or any person who conducts business with the DFC as in individual, or as an officer, director, manager, agent, or controlling shareholder of a company, corporation or other entity.
1. Directors will immediately disclose to the President, or at a Board meeting, any actual or potential conflict of interest involving a matter before the Board. Any doubts regarding the existence of a conflict of interest shall be resolved in favor of disclosure.
2. Directors may participate in deliberation on matters before the Board, in which they have an actual or potential conflict of interests; and such a Director's presence may count towards the existence of a quorum. However, subject to other rules set forth in the Bylaws, no matter may resolved without a majority of disinterested Directors present. Directors, who have an actual or potential conflict of interest in any matter before the Board, will not participate in voting on that matter. Further, a Director's vote shall not be counted towards the resolution of any matter in which that Director has a conflict of interest. Where such a conflict arises, the meeting minutes will reflect that a conflict was disclosed, that the interested Director(s) did not participate in voting on the matter, and state the final vote of all disinterested Directors. Where the existence of a conflict is unclear, or otherwise in dispute, the Board shall vote to determine whether an actual or potential conflict of interest exists as to any Director(s); for purposes of this determination, the votes of any potentially interested Director(s) shall not be counted towards the majority's resolution. This rule does not prevent a Director from voting for him or herself for office or other position for which he or she is eligible.
3. There must be no self-dealing or any conduct of private business or personal services between any Board member and DFC, except as procedurally controlled, to assure openness, competitive quality, and equal access to information.
4. Directors must not use their positions to obtain employment at DFC for themselves, family members, or associates. Should a Director desire employment, he or she must first resign from the Board. This rule does not prevent a resigning Director from subsequently running for a Director position, as permitted by the Bylaws.
5. Annually, at the first meeting after Board elections, Directors will disclose their involvement or association with any vendors, other organizations, associations or personal business relationships that might produce a conflict. At that time, all Directors will complete and return to the Secretary the Conflict of Interest Statement and Disclosure Form (see appendix). Disclosure of conflicts under this subsection does not relieve a Director's obligation under subsection 1, above, requiring immediate disclosure of any actual or potential conflict of interest in a matter before the Board.

C. Directors may not attempt to exercise individual authority over DFC operations except as explicitly set forth in Board policies.
1. Directors’ interaction with the public, press, or other entities must recognize these limitations as well as the ineligibility of any Board member to speak for the Board as a whole except to repeat explicitly stated Board positions or decisions.
2. Board members must be aware at all times that their comments could be perceived to be statements of the Board as a whole or to otherwise carry official weight. Outside of Board discussion, individual Directors will not voice judgments of GM or Staff performance.

D. Directors will maintain the confidentiality of sensitive issues as defined and discussed by the Board. All topics discussed in executive session will remain confidential until they become a matter of public record. Other discussion of sensitive information / issues should also remain confidential at least until the next board meeting, or other time period deemed to be appropriate by the Board.

E. A Director may resign by sending a signed letter of resignation to the Board Secretary.

Monitoring

This policy will be monitored annually in September, when a Director is seated and/ or as conflicts arise, by internal review

GP6 revised August 2012

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Appendix to GP6

DISCLOSURE FORM

for

Directors of the Davis Food Cooperative, Inc.

THE FOLLOWING FORM SHOULD BE COMPLETED BY DIRECTORS DISCLOSING POTENTIAL CONFLICTS OF INTEREST AND A COVERED TRANSACTIONS, AS DESCRIBED BELOW. PLEASE FILL IN THE INFORMATION REQUESTED AND RETURN A SIGNED COPY TO THE PRESIDENT OR SECRETARY OF DAVIS FOOD COOPERATIVE, INC.

The Davis Food Cooperative, Inc. Bylaws impose an affirmative duty upon Directors to (1) disclose any actual or potential conflicts, and (2) remove themselves from any decision relating to the transaction in which they have an interest. Board policies also require disclosure and recusal, and further prohibit “self-dealing” transactions that are not “procedurally controlled”.
In addition, California Corporations Code states that certain transactions are void or voidable where there has been no disclosure and approval of a transaction. However, under the California Corporations Code, if, following disclosure, there is either Board or Member approval of the transaction, such transactions are deemed valid.

Davis Food Cooperative, Inc. provides this disclosure form to directors as a means of disclosing their potential conflicts of interest as well as material financial interest in covered transactions to the Board or Membership, as appropriate. Following presentation of this form to the Board or Membership, either body shall determine whether additional information is needed or shall vote to approve or disapprove the transaction.

A material financial interest is not defined in the California Corporations Code, however, the DFC Board understands such a transaction to be one by which a DFC director receives a direct or indirect financial benefit which is not received by other DFC directors.

PART 1: TO BE FILLED OUT BY ALL DIRECTORS
I, ____________________________, a DFC Director, have read and understand the above information and Policy GP6 Directors Code of Conduct and hereby certify the following:
To the best of my knowledge and belief, except as disclosed below in Part 2, I am not engaged in any transaction or activity which may represent a competing or conflicting interest with that of Davis Food Co-op. I understand and agree that any conflict of interest will be immediately disclosed to the Board President.

I also understand and agree that I will not participate in final deliberation or vote on any matter before the Board in which I have, an actual or potential conflict of interest.

I affirm that the following are all of my business, financial, and organizational interests which could be construed to be related to the mission, vision, values, or operations of Davis Food Co-op.

Business interests:

Financial interests:

Organizational interests, affiliations, and/or positions held:



___________________________________ ________________________

Signature of Director Date

Part 2: FILL OUT ONLY IF YOU THINK YOU MAY HAVE AN ACTIVE CONFLICT OF INTEREST INVOLVING A COVERED TRANSACTION

In addition I disclose the following covered transaction to the Board and Members of DFC:

Organization, Group, or Business:

Position of DFC Director within the above Organization:

Description of Covered Transaction:

Description of Material Financial Interest in Transaction:

DIRECTOR CERTIFICATION
I hereby certify that the above statement constitutes a full and fair disclosure of all facts material to the conflict of interest or transaction. I further certify that the conflict or transaction is fair, just, and reasonable to the Davis Food Cooperative, Inc., and that I will voluntarily recuse myself from consideration of any issue or transaction in which I may be deemed to have a material conflict of interest.

____________________________________ ________________________
Signature of Director with Conflict of Interest, Date

PART 3: FOR BOARD USE ONLY
BOARD APPROVAL

It is understood by a majority of disinterested Directors that the aforementioned conflict or transaction may confer a material financial benefit to the interested Director.
After discussion, a majority of disinterested Directors agreed that the transaction described herein is fair, just, and reasonable to the Davis Food Cooperative, Inc., and in the best interest of the Davis Food Cooperative and is therefore approved.

____________________________________ ________________________
Signature of DFC President or Secretary, Date

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Policy GP7: Legal Duties and Responsibilities of Individual Directors

Each Director has several duties to the organization. Violation of these duties may subject the individual to legal liability.

A. Duty of Care

i. Each Director will carry out their duties in good faith with the same care that an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that they reasonably believe to be in the best interest of the organization

ii Each Director will be diligent and attentive.

iii. Each Director will exercise reasonable curiosity and vigilance to ensure that the organization, in all of its operations, is not violating - intentionally or inadvertently - any relevant federal or state civil or criminal statute, regulation or court ruling.

iv. The Board or a Task Force of the Board will select the external auditors, will review the annual audit plan with the external auditors and will review the annual report and results of the external audit.

B. Duty of Loyalty

i. Each Director will faithfully pursue the interests of the organization rather than their own financial or other interests or those of another person or organization. They will give undivided allegiance to the organization’s mission when using the power of their position or information they possess concerning the organization or its property.

C. Duty of Obedience

i. Each Director will act with fidelity, within the bounds of the law, to the organization’s vision, as expressed in its charter, bylaws, mission statement, and planning documents.

ii Each Director will make all reasonable efforts to ensure that all decisions of the Board follow the organization’s articles of incorporation, bylaws and Board policies.


Monitoring: At the first regular Board meeting after the seating of new Directors, this policy will be reviewed to ensure understanding and compliance.

Policy GP8: Board Renewal and Continuity

It is the Board's responsibility to maintain its own strength and continuity. The Board accomplishes this through the recruitment, election, and development of skilled, committed, and motivated directors. The overall result is a body that provides effective leadership over time and irrespective of individual Directors.

<A. A Budget will be established and used for the training and development of the Board, and for outreach to our members and community.

B. A training or orientation for all newly elected Directors shall be offered between June and September of each year.

C. To enhance ongoing development and effectiveness of all Directors, opportunities shall be provided for Directors to attend additional training during their term.

D. Current Directors shall endeavor to recruit potential board candidates throughout the year. Potential board candidates shall be actively recruited using, but not limited to, the following methods:

(i) Directors shall make themselves known as directors at co-op sponsored functions for the opportunity to discuss co-op Ends with other members.

(ii) When appropriate, directors shall recruit members to serve on task forces.

(iii) Directors shall invite interested member-owners to attend board meetings.

<(iv) Directors shall ask interested member-owners to add their names to a pool of potential board candidates.

Monitoring

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

GP8 revised November 2012

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Policy GP9: Trusteeship and Relations to Members

The Board obtains its authority from all member-owners and is entrusted to represent their best interests in governing the cooperative. Since the Board’s primary relationship is with member-owners, it must establish effective linkage with them.

A. To protect the members’ assets, the Board will ensure that an annual financial audit or review is performed for the purpose of evaluating the cooperative’s accounting records and its compliance with generally accepted accounting principles.

B. To ensure that members have a voice in product selection, the Board will have a policy describing the process for members to challenge products stocked in the store. These include, but are not limited to the official Boycott Policy (see GP10: Initiatives and Boycott Policy).

C. The Board will educate itself regarding member values and priorities. Methods include, but are not limited, to:
i. Soliciting responses to member surveys,
ii. Conducting focus groups and interviewing key shoppers,
iii. Reviewing reports in the media surrounding important Co-op issues.

D. The Board will ensure that open and clear communication exists between the Board and the membership of the cooperative, including but not limited to:
i. Publishing Directors’ contact information in the monthly newsletter,
ii. Publishing Directors’ email addresses on the Co-op website,
iii. Ensuring time for member comments at each regularly scheduled Board meeting,
iv. Organizing at least three member linkage events yearly (in addition to the annual meeting),
v. Providing space in each Board meeting agenda for Directors to report the comments and concerns of members at linkage events,
vi. Responding to member emails and comments to the Board through the Board-appointed correspondence secretary; responses will be sent in a maximum of 5 working days.

E. The Board will report regularly to the membership on its activities and decisions by:
i. Including a summary of the approved Board meeting minutes on the website,
ii. Publishing a quarterly report of Board activities and accomplishments in the Davis Food Co-op newsletter and
iii. Annually publishing a summary of the co-op’s financial results in the member newsletter.

F. The Annual Membership Meeting will be held each May. At this meeting, the Board will:
i. Provide the membership with a summary of the Board’s activities and accomplishments over the past year,
ii. Use the meeting as an opportunity to interact with, and solicit comments from members.

G. Mediation Procedure

1. Informal Negotiation: A person allowed by the Bylaws who has a dispute with the Davis Food Co-op shall submit a dispute letter to the Board detailing the specifics of the dispute including the citation of policies, Bylaws, or state or federal laws which pertain to the dispute. This person or persons will be called “disputer”. The disputer may also submit requested remedies. Less than three disputed items shall be brought to the Board at one time.
i. Upon receipt of such a letter, the Board President shall place the item on the next Board meeting agenda for consideration or respond to the dispute in writing after consulting with other directors on behalf of the Co-op within thirty days of receipt of the dispute letter, whichever is sooner.
ii. If the Board denies the allegations in the dispute letter and/or refuses the suggested remedy, the President shall respond within fifteen days with a letter outlining the Board’s position. This response will also include a notification to the disputer that an informal negotiation is available to them with no fewer than two Directors selected by the Board and that it can occur within fifteen days of the date of receipt of the response letter.
iii. Any proposed agreements made as a result of that negotiation will be placed on the Board’s agenda for the next meeting for approval by the Board, or be considered by the Board no later than thirty days after the informal negotiation, whichever is sooner.
iv. In the event that an agreement cannot be reached through informal negotiation, or the agreement proposed fails to be approved by the Board, within fifteen days the President shall notify the disputer of their option to submit a letter requesting formal mediation, pursuant to Davis Food Coop Bylaws article IV, Section 3(H). This letter will include a list of no fewer than three of Davis Food Cooperative approved mediators with a brief description of their individual protocols.

2. Mediation Request:
i. The disputer shall submit a letter to the Board requesting mediation. The request for mediation should make clear what the dispute is, if the issues have changed, expanded, or narrowed since the request for informal negotiation. The letter shall also specify the disputer’s preference for mediator.
ii. The President will contact both the selected mediator and the owner-member within fifteen days of receipt of the request for mediation in order to commence the mediation process.
iii. The Board President is authorized to determine who shall represent the Board in mediation.
iv. The parties may agree to choose other forums which use a third party to arrive at solutions such as facilitated negotiation. Any other forum agreed to by both parties will be regarded as part of the mediation process.
v. The mediator will communicate the outcome of the mediation to all parties. The Board will vote to accept or reject any agreement made during mediation at the next Board meeting or within thirty days from the conclusion of mediation.
vi. The Co-op at its discretion can pay for mediation in part or in whole.

Monitoring

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

GP9 revised May 2012

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Policy GP10: Initiatives and Boycott Policy

Our Bylaws provide both referendum (a process reserved to the Board) and initiative (which may be initiated by the Board or the Membership) as available democratic processes, and this Policy sets out procedures for resolving categories of actions that may use those processes.

Before beginning the initiative process for a boycott , a product may be formally challenged by any member in good standing who believes the Co-op should discontinue or de-emphasize it. The members should provide the Board of Directors with the following information in writing:

• The reason for the proposed action and an explanation of how this change will benefit the overall membership and the community;
• Documentation supporting that reason;
• The names of organizations supporting the action in question or other similar actions;
• The names of any other co-ops or grocery stores presently supporting the action in question or other similar actions;
• A complete list of products covered by the proposed action; and
• An exact list of products covered by the proposed action which are carried (at this time) by the Davis Food Co-op.

Before beginning the initiative process for any reason other than a boycott , any member in good standing may make a request of the Board of Directors by providing the following information in writing:

• The precise action desired;
• The reason for the proposed action and an explanation of how this change will benefit the overall membership and the community;
• Documentation supporting that reason;
• The names of organizations supporting the action in question or other similar actions; and
• The names of any other co-ops or grocery stores presently supporting the action in question or other similar actions.

The Board will certify at a regular Board Meeting that the information presented is complete, and require the GM to respond with a decision regarding the proposed action in writing by the next Board meeting. If the Board does not certify that the information is complete, the Board must do so with a vote in the form "The Board acknowledges receipt of proposal X, but asks member X to complete the proposal by providing XYZ."

If the Board is unsatisfied with the action chosen or response given (including a non response) by the GM, the Board may vote to place the proposal on the ballot as a referendum as set out in the bylaws under article X, section 1.

If a member is unsatisfied with the response of the GM and of the Board, they may put forward an initiative as set out in the bylaws under article X, section 2.

The date of record for determining the number of shareholder signatures needed for a valid initiative petition has been set by the Board (upon a motion duly made and passes at the March 2010 meeting) as the first day of the month prior to the petition being filed.

In all cases, it is the preference of the Board of Directors to resolve disagreements about policy and specific products by education and compromise, rather than resorting to initiatives.

Monitoring

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

GP10 Revised August 2010

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Rules of Order

1. Special Rules of Order

(Majority vote to adopt/revise, 1 reading required)

A. Alternate directors are treated as regular Directors in all ways except for those specified in the bylaws (this includes ability to be present at closed sessions)

B. Guidelines for are for Directors and will be read at the beginning of each meeting. Affirmation of the Guidelines or Ground Rules will be on the agenda every August. The facilitator will ensure that the following guidelines are followed:
• Listen as an ally.
• Begin and end on time.
• Come prepared to participate.
• Be polite and respectful.
• Raise your hand to speak.
• Turn cell phones off or set to vibrate.
• “T” for process issue.
• Raise hands for agreement.
• No one speaks twice unless everyone has had a chance to speak once.
• Speak to the point

C. A direct response (“point of clarification” see E(iii) below) will be used only to provide a short answer or piece of information to a query or statement that was made by a board member who currently has the floor, after this person is done speaking.

D. Three Readings procedure used for all policy

1st – initial discussion of topic;
2nd – substantive discussion of proposed policy; we may schedule multiple second readings
3rd – vote, consent calendar

Three readings may be bypassed by majority vote

E. Guests are welcome and should abide by the following guidelines

i. Each person in attendance has up to three minutes to speak during the comment period at the beginning of the meeting. This comment period is not for a discussion between the commenting member and Directors, though board members and others in attendance can ask clarifying questions to the speaker. The meeting facilitator shall thank the member for commenting and ask for her name and contact info. Any Director may calendar the subject commented upon for a later meeting or later in the same meeting.

ii. People who arrive at a board meeting after it has started are asked to avoid interrupting the meeting. We ask that all guests limit expressing their comments/concerns to the comment period at the beginning of the meeting, at a break in the meeting or right before the agenda item of interest begins rather than immediately upon arrival. Also, the flow of conversation should not be interrupted for introductions or explanation of the background of the agenda item. The total time a person can comment at the board meeting is five minutes though the facilitator can deviate from this based on circumstances.

iii. Except for opportunities explained in E(ii) above, members are restricted from participating in board discussion unless they use of “Point of Clarification” which allows the member, after a person is finished speaking, to state “point of clarification” and get the floor. Once the facilitator has acknowledged the “point of clarification”, the requesting participant can provide a clarifying fact or ask a clarifying question to the speaker but not give an opinion. Opinions are reserved for the Public Comment periods as explained in Eii above. If the facilitator believes that the statement is an opinion and not a clarifying question or fact, the speaker should soon be interrupted and asked to follow the “point of clarification” ground rules.

iv. The Meeting Facilitator may at the request of any director ask any guest wishing to make a public comment to declare any interest that she or he might have in the matter being commented upon. An “interest” includes, but is not limited to, financial, promotional or prestige issues. A guest who declines to state her interests will be heard, but such refusal to state shall be noted in the public minutes.

v. If possible, the Board shall provide each guest with a copy of pertinent procedures before the comment period opens.

2. Standing Rules of Order

Administrative details not relating to conduct of business at meeting; majority vote to adopt/revise; one reading required

A. Whenever possible, motions should be written up in advance.

B. policy revision: adopted final copy of new policy directly to secretary.

C. All agenda items ready for the next meeting in directors folders, include a copy for note taker and GM:

i. Monday 5 pm GM reports – via email and hard copy
ii. Saturday 5 pm if possible, but Monday noon at latest, to Secretary for compilation.
iii. If materials are late – then please send them out by email and hard copy.
iv. If materials are due and won’t be turned in, please notify President and Board ASAP.
v. It is the responsibility of individual directors to check the contents of their folders against that month’s Agenda prior to the Board meeting to verify that no documents are missing.

D. Email Expectations:

i. Directors will read email at least every 3 days
ii Emails requiring a response should contain "RSVP" and the due date in the subject line.
iii. Except in emergencies, the due date should be at least 5 business days away.
iv. Email lists:

(a) Co-op Board for those items requiring only full Board input – this list is confidential for Board use only.
(b) Use specific director email addresses for other conversations that include non-directors – do not use BCC because everyone should know who is included in a conversation.
(c) If an e-mail only needs to go to one person, please send it to that person rather than the full board.
(d) Refrain from sending photos of rabbits, kittens or other animals to the Coop Board list

E. Procedure for Director Reimbursement for Petty Expenditures on Educational Printed Materials.

i. Directors to be reimbursed by the Treasurer for discretionary expenditures evidenced by a receipt of up to $50 per Director per Board Budget Year (from the “Printed Materials” category) on any printed materials (paper or electronic format) the Director reasonably feels is relevant to his or her self-education as a Director.

3. Attendance by Directors

A. A director shall be counted as in attendance at a meeting if s/he is present within 15 minutes of the time the meeting has been called and remains until the time scheduled for adjournment on the published agenda.

i. A director may be counted in attendance if s/he arrives later than 15 minutes of the time the meeting was called if s/he notified the chair of the delay.
ii. A director may be counted in attendance if s/he leaves prior to the time scheduled for adjournment on the published agenda if s/he is excused for illness or other pressing need.
iii. A Director shall be counted as in attendance if s/he participates in the meeting by telephone or video conference.
iv. A Director may be counted in attendance if s/he participates in the meetings by reviewing the Board Packet and providing written comments to the Board three days prior to the board meeting if s/he has the consent of the President to do so.

B. The Board Administrative Assistant shall keep a record of attendance.

i. When any Director has two absences from a regularly scheduled Board Meeting in a 12 month period, the Board Administrative Assistant will notify the Board Secretary.
ii. When the Board Secretary is notified of such absence, s/he will inform the Director in question by email or letter with a copy to the Board President that a third absence will be presumed to be a resignation from the Board.

A Director who wishes to attend the meeting by telephone must notify the Board Secretary by noon of the day of the meeting that they will be participating by telephone. The dial-in telephone number and access code for the conference call will be posted on the Board website. The Co-op will reimburse any director who incurs telephone charges to attend a meeting by telephone.

4. Rules Governing Officers who are Not Directors

If a non-director is appointed Secretary (pursuant to Article VIII, Section 4 of the Bylaws) s/he shall have the following duties and prohibitions.
(a) Pursuant to Policy GP4: The President's Role, the following duties are delegated to the Secretary:
The Secretary will ensure that all Board and committee meeting minutes are complete, accurate, and approved by the Board and maintained in a permanent archive; the articles of incorporation, Bylaws, and all Board policies are kept current, are provided to all Board members and senior staff, and are maintained at a central location; all Board notices required by statute, regulation and Board resolution are issued to the appropriate parties; the Board policies are updated as required by the Board; and new Directors receive the Board policies.

(b) Additionally, the Secretary shall, at the direction of the President:

1. Supervise Board Assistant
2. Assist directors in creating packet items as requested
3. Remind directors of survey, packet and other deadlines
4. Ensure that approved changes to policy are immediately reflected on website, Board website, surveymonkey and other locations as needed.
5. Proofread Board Minutes before they go out to the Board for review
6. Provide agenda notes to President within one week following the Board meeting.
7. Draft language for routine resolutions and task force charters for President’s review as requested.
8. Draft policy at the request of the President.
9. Conduct research at the request of President or General Manager.
10. Provide certified copies of Board Resolutions as needed.
11. Sign other documents as Secretary on behalf of the corporation only at the specific direction of the President or Vice President.
12. Ensure that the agenda and board packet are completed in a timely fashion with appropriate notice to all Directors.

(d) The Secretary is specifically prohibited from:

1. Signing any document as Secretary on behalf of the corporation not specifically authorized by this Policy or the President or Vice President.
2. Speaking on behalf of the Board unless that authority is delegated in a specific instance by action of the President or the Board as a whole.

Rules of Order revised November 2012

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