19 August, 2010 at 6:30

Calvary Center for Culture and Communication

Meeting began at 6:30pm.

Board Attendees

Nancy Wygant (Musubi), Secretary, also on FJAR and Restructuring committees

Peter Collopy (Peter Collopy), at-large delegate, also on Restructuring committee

Rebecca Alvarez (Pumpernickel), at-large delegate

Robin Mack-Ward (Robin Mack-Ward), Treasurer

Kara Crews (Rebel Lioness), Convener, also on FJAR committee

Karen Scholl (Fortress of Solitude), Member Accountability committee delegate, also on Restructuring committee

Liz Hill (Badger House), at-large delegate, also on Restructuring committee

Daniel Flaumenhaft (Magpie), at-large delegate, also on Restructuring committee

Thomasin Parnes (Boat), Staff, Staff Collective committee delegate, also on FJAR & MAT committees

Tyrone Boucher (Tyronius), Staff, Education Training & Orientation committee delegate, also on FJAR

Esteban Kelly (Felicidade Sim), Staff, Operations committee delegate, also on Restructuring, Expansion, FJAR & Education committees

Michael Dolich (Four Worlds), at-large delegate

Joe McNulty (Sassafras), Facilities/ Expansion committee delegate

Jakey Greenberg (Dangerous Unicorn Ranch), at-large delegate

Non-board Attendees

Dan Ohlemiller (Fortress of Solitude), Staff

Karena Thurston (Thurston/ Valentine), Scribe

Leah ____ (____),  Fundraising committee

Gerry ____ (____),  Fundraising committee

Malory Gerber (Protoza)

Absent

Saani Campbell (Herb’s Greenhouse), FJAR committee delegate (unexcused)

Steve Beuret (Beuret), at-large delegate, also on Restructuring committee (excused)

Approval of Agenda

UNANIMOUSLY APPROVED

Approval of minutes from last meeting

> Robin’s last name is hyphenated, and her house name is the same as her name.

> Peter had a flow chart hand-out that should be included in the minutes;  he will email to Nancy.

1 STAND ASIDE (Liz, because she was absent)

Finance Report:

Sales are still down; July was $1000 less than projected.  The Staff needs to discuss how to tighten operations.  Operating expenses have stayed under budget despite Health Department required upgrades.  It is looking like we can expect an annual net income of over $20,000.  Refer to full report for details.

Clarifying Questions:

> The gross margin is the difference between cost of goods sold and the sales.  Isn’t that affected by the markup?  It is affected by shrinkage.

Staff Collective Report

The Staff plans to prepare a monthly report and update, and a more detailed quarterly report.  Four Staff members just returned from the US Federation of Worker Coops conference in San Francisco.  It was a great opportunity to zoom out and feel part of something bigger.  There will be a Staff dinner for details from this event to be shared.  The second half of the Staff collective review will occur next week.

The summer internship program has concluded.  The Staff appreciated extra hands around the store over the summer (when workshift attendance is lacking), received positive feedback from the interns, and hope to do this again.

The Health Department inspection yielded issues regarding bulk processing.  Bulk seitan and bulk cheese will not be allowed in the current space (but will be allowed in the new space).  We are sourcing bulk cheese from a number of other places to continue offering these products.

Mariposa participated in the dollar stroll last week, and it was wild.  Over 500 items were sold.  90% of what had been ordered for the event was sold in the first hour and a half.  A lot of flyers were distributed and discussions happened with customers raising awareness about Mariposa’s presence and cooperative nature.  It was a good opportunity and we plan to participate again in September.

Clarifying Questions:

> What was contained in the flyer distributed at the dollar stroll?

We created a modified version of the current info sheet with our goals indicating “past, present and future” including our origins, plans for future, and standard information on joining and how to pay for goods.  No specific information about Beulah or timelines were listed.

> Naomi’s colorful brochure should be available for the next dollar stroll.

Expansion and Fundraising Report

The good news is we have Beulah under contract so we have an actual building.  We are not yet the owners, but we can start telling people we have the space.  Funders have come through and committed funds toward the acquisition of the building, so we also have the means to pay for the building.

There are some concerns.  The onus of fundraising is to get $500,000 internally or externally by the end of March (6 months after the closing date) before the lenders give us additional financing for improvements and fit-out.  This is a lot of money to raise in a short amount of time.  We have put out a job listing for a fundraising coordinator and hope to find someone who has experience with similar organizations and fundraising, and can foster relationships with councilmen and public positions to garner additional possible funding.

The member loan coordinator really made our initial fundraising happen.  The fundraising coordinator will allow each of the committee members stay focused on the multitude of additional tasks at hand.  We have about $6,000 to fund this because the money we had set aside for the loan coordinator was reimbursed with a grant.  However, we will most likely need additional funds beyond the $6,000 for this position.

If raising $500,000 is an insurmountable task, we have a very limited window to call off the purchase of Beulah.  It is unlikely that we will be able to get Beulah under contract again, or that a feasible space with close proximity to our current location will present itself, or that we could re-secure funding in the future.  Without the funds, this endeavor could bankrupt us.

Clarifying Questions:

> How rigid is the $500,000 threshold?  Is there any wiggle room?  If we are really close, there could be some flexibility.  In addition to that, if we have committments on paper but we don’t have the cash, there is a city entity that could give us a matching bridge loan.

> Is there any way that someone on the fundraising committee can break down the $500,000?  There is $1.1 million already raised and accounted for.  The $500,000 figure is what we need in addition to the fundraising we’ve already done.  $250-270,000 additional is needed in member loans and equity and the remaining $230-250,000 would come from grants and whatever other sources we can find.

> The potential outcome if we failed would be bad, but Leanne wrote an email to us today putting things in perspective.  When we started this 3+ years ago, it was just us.  Last summer when we got the Merchant’s fund, it seemed impossible at the time.  Since then we have raised 75% of the $2.2 million goal.  We have also engaged numerous impressive funders within the cooperative and Philadelphia communities.

> Given the impressive amount of fundraising so far, how much is left that can be done?  The kinds of funding that other coops or start-ups in the area have garnered presents a positive history of small entities raising way more money than we are seeking.  Weaver’s Way got $900,000 through various state legislators.  The conventional way of raising money is to go to all the people you think are willing to contribute equity at the same time, and you pool the money together.  It has been difficult for us to do this so far.  As soon as we can prepare papers to give people to solicit member equity from present and past members, etc. the better.  There are a number of past members in the neighborhood who potentially have the ability to back us.  Even on the member loan side, a number of people who expressed interest in the beginning are still out there.  We haven’t even touched the coop sector in terms of getting loans from other food coops, etc.  Politicians, cooperatives, etc. will help a lot in garnering these funds.

> What are the odds of getting $500,000?  There are people that have been working on this for a long time and have the expertise and connections to get to this goal.  There is probably a 90% chance but we’ve been busy doing the other steps up until now and haven’t focused on this piece yet.  The Board does have to deal with the fears, but you can definitely get to $500,000.  The timeline is a bit uncomfortable, but we are in a great position having already raised half of what we need.  Getting big donors who want to support community development in West Philadelphia may be a bit tricky with our non-profit status, but the money is out there and we have the energy to do this.

> A lot hinges on the person we hire as the coordinator.  Is there someone we know who already has these connections?  Resumes are pouring in.  The first round of phone interviews is about to commence.  The fundraising committee has seleceted people with 10 years of consistent fundraising experience for the first round of phone interviews.  People are excited about the project.  The tricky piece is that we are a non-profit.  What is being emphasized is campaign planning and management.  Local people.

There will be a meeting August 25 at 7pm to identify who our connections and resources are.  All are welcome to attend.

Member Equity

It would be a great if every board member increased equity to $250 by the next General Membership September 26.  It seems to make a lot of sense for the Board to make this investment before the next meeting, which will provide $4,980.  At the next general member meeting the amount of loans and equity increase from the Board should be publicized.  Refer to full report for details.

> There could be the option of a payment plan.  Having a more ambitious goal as a Board is a really great idea.  If we ask future members to pay their equity now, we could bridge the gap with current members and get to our goal more quickly.  The goal accounts for 200 current members increasing their equity to $200.

> If you have some emergency funds in your bank account you could give this money to the coop; because you can eventually get this money back it doesn’t really matter what account the money is sitting in.

> Consider bumping up household equity where a number of members can contribute.

The board unanimously feels good about the proposal to plea for member equity increase.

Proposed Mariposa Board Process

It was confusing for thumbs to mean different things in different situations.  In general, the straw poll thumbs won’t have an effect on the proposal.  For each individual, the thumb sign meaning is the same in different processes.

The process for voting was confusing.  There was some email discussion, and there is an update included in the hand-out.  If we want to put this aside for later and vote on the rest that is okay.

Proposal:

Agenda and time management

The agenda, written by the convener or their designate, allots an amount of time for each agenda item and arranges them according to urgency and necessity. Enforcing time limits is the responsibility of the guide, who may extend time or remove time from specific agenda items in order to facilitate a productive meeting. The guide must aim to avoid increasing the overall length of the meeting or removing time from agenda items unfairly.

Agenda items without a proposal

For each agenda item, we either have a specific proposal which has been developed before the meeting or we have a topic or problem which is the subject of a report and/or discussion. If we don’t have a proposal, someone informed about the topic (typically the person who requested that it be placed on the agenda) speaks about it. After this, all participants may ask clarifying questions in order to better understand the situation. Following clarifying questions, the guide may move the group on to general discussion.

Proposals

If we begin an agenda item with a specific proposal, or if one is generated by a discussion, we follow a similar process. First, the proposer or group of proposers presents the proposal, with some background as to why it is necessary. After this, all participants may ask clarifying questions.

Following clarifying questions, the guide shall conduct a straw poll, asking participants to indicate their support for the proposal using hand signals. (The guide may also conduct a straw poll at any other point in this process.) In a straw poll, a thumb up indicates support, a thumb sideways some opposition, and a thumb down strong opposition; participants may also abstain using a fist with no thumb out. If all thumbs shown are up, the proposal passes without discussion due to unanimous approval. If some thumbs are sideways or down, however, the guide shall choose either to table the proposal—referring it to a committee, a future meeting, or a reconciliation process (if there is conflict around the proposal) and moving on to the next agenda item—or to move on to discussion.

Discussion

Discussions are facilitated primarily by the shepherd, who has the goal of making space for all present to participate equitably. This facilitation includes keeping stack, a list of all who wish to speak. Although this list is typically kept in a “first-in/first-out” manner, with those who “get on stack” earlier speaking earlier, the shepherd should utilize a dynamic stack as they see fit, privileging the contributions of participants whose voices are not as frequently heard by allowing them to speak sooner. Participants who wish to contribute a brief point of information, a process point (i.e. something regarding the process rather than the substance of the discussion), a proposal), or a clarifying question, rather than an opinion, may use special hand signals so that the shepherd can allow them to “jump stack” and speak before other participants. The discussion may end on its own or the guide may end it due to lack of time or because the subject would be more productively referred to a committee, a future meeting, or specific members.

New proposals

Any discussion, even one about an existing proposal, may generate new proposals. In the case of a new proposal, the guide may shift to the process for addressing proposals, under proposals, above. (They should only do so if the proposal directly addresses the agenda item under discussion; otherwise, the proposal should be placed on a future agenda so that members will be aware of it in advance.)

If the introduction of a new proposal results in multiple proposals addressing the same agenda item being before the group, the guide may choose to finish discussion of one proposal before addressing another, or may allow discussion of both in tandem (in which case clarifying questions and straw polling on the new proposal should be facilitated before returning to discussion). If multiple proposals addressing the same issues ultimately reach approval, the guide may use approval voting (i.e. each participant may vote for as many proposals as they wish) to select the best among them.

Alternately, if in a discussion of an existing proposal all participants agree on the superiority of a new alternative proposal, it may replace the original proposal. This process is sometimes referred to as a “friendly amendment,” but in our process it must be acceptable to all participants rather than only to the original proposer. Nonetheless, it may be useful for the shepherd to make room for the proposers of multiple alternative proposals to talk among themselves and attempt to reconcile their proposals into a single one acceptable to all participants.

Testing for consensus

A formal test for consensus is similar but not identical to a straw poll, and is intended to be more likely to arrive at a final decision. In a test for consensus, a thumb up indicates support and a thumb sideways some opposition. Thumbs down shall be considered “blocking” and should only be used when a member believes that the proposal would detract from the best interests of the co-op or is personally unwilling to be part of an organization which carries out the proposal.

Participants may abstain using a fist with no thumb out, but are encouraged to do so only if they have a conflict of interest or have missed out on the information necessary to make the decision (e.g. were not present at a meeting for which minutes are being approved). Participants who feel they need more information to responsibly decide should seek that information through clarifying questions and suggest the proposal be tabled if the information has not yet been gathered. Those who feel truly neutral may express their neutrality by putting their opinion with the majority or by putting their thumb up on the principle that the proposer, if not others, believe the proposal to be in the best interests of the co-op.

Although the specific outcome is up to the judgment of the guide, in general they should use the following guidelines:

• If very few thumbs are up (0–2 in a group of about 15), the result is negative: the proposal fails for lack of support and is dismissed, although those in favor may bring another proposals, changed based on criticisms, to a future meeting.
• Otherwise, if any thumbs are down (i.e. blocking) or more than ¹⁄₃ of thumbs are sideways, the result is mixed: the guide shall choose either to table the proposal—referring it to a committee, a future meeting, or a reconciliation process and moving on to the next agenda item—or to return to discussion.
• Otherwise (i.e. if ²⁄₃ of thumbs are up and none are down), the proposal is approved.

Voting

If a proposal is urgent or has been discussed at such length that the facilitators believe it will not be resolved by consensus, and if a straw poll on the proposal indicates mixed support, the guide and shepherd may jointly agree to hold a vote, in which a ²⁄₃ majority is necessary for the proposal to pass. The decision to hold a vote is subject to veto by the convener, or, if the convener is not present or has a conflict of interest, the treasurer, or, if they are also unable, the secretary. If no officers are able to weigh in, the decision to move to a vote stands.

Discussion:

> Amendment #1 under Agenda and time management: “The agenda, written by the convener or their designate and approved by the Board, allots an amount of time for each agenda item and arranges them according to urgency and necessity, and names the guide and the shepherd.” This allows us to have some say over who will be empowered to call a vote; if any board member has concerns that a proposed facilitator is biased concerning a proposal on the agenda, those concerns can be addressed in agenda approval.

> We need to have clear criteria for deciding to vote – as it stands these terms are very subjective. We have had difficult decisions in the past in which a crucial part of the disagreement was the issue of how urgent the decision was.

> Amendment #2 under voting section: “If a proposal is urgent or has been discussed at such length that the facilitators believe it will not be resolved by consensus (precise definitions of “urgent” and “at such length” shall be reached at the September 2010 board meeting or this paragraph shall expire), and if a straw poll on the proposal indicates mixed support, the gude and shepherd may jointly agree to hold a vote, in which a 2/3 majority is necessary for the proposal to pass.”

Test for concensus to approve the Mariposa Board Process pending noted amendments: UNANIMOUSLY APPROVED.

Proposed Membership Policies

This is the proposal the Restructuring Committee was tasked with creating, following the referendum last October in which the membership delegated to the board the task of redefining membership. This is the result of a year of amendments and re-writings, and still lists projects for the future.

The first section is “generalities” about specifying in more detail elements of the Bylaws.  Joining, leaving, inactive membership, leaves of absence, membership termination for cause, appeal of termination of membership, records, communications, capital contribution and dues are included.

Changes to shopping affect: accounts, member discount and patronage rebates, guest shopping, and trial membership.

Changes to participation include: orientation, participation, working groups, workshifts and paid member labor.

Proposal background: As Mariposa’s membership has grown, our workshift and membership policies have ceased to meet the needs of our members and operations. In particular, we suffer from poor workshift attendance. We are also in the process of an expansion which makes it important that we become a more welcoming space to non-members than we have been. Improving the engagement of our members and our availability as a resource to the broader community will require both cultural and policy changes, many of which are already under way. This proposal aims to contribute to this effort, in particular by shifting the emphasis on member engagement from workshifts, which is makes optional and an opportunity for a greater discount, to meetings, workshops, and other forms of democratic and educational participation. It also opens shopping in the store to non-members and establishes a program for encouraging membership among these shoppers.

This proposal aims first to codify and clarify current policies and practices, so much of the beginning of the policy in particular is not very novel. It also makes our requirement for payment of member equity more stringent, with the expectation that we’ll set up a program to sponsor members who cannot afford it; eliminates dues; establishes a discount for members and an additional discount for members who serve the co-op through working groups (e.g. committees or workshifts); establishes a program of trial memberships for non-members to ease the transition to membership; and establishes a biannual event participation requirement.

Implementation: Each section of the proposal has information attached on when it will become effective. Many parts will become effective immediately and either describe existing practices or (in the case of those regarding membership termination) require minor changes in our processes to fulfill our bylaws. Other parts will require changes in MESS and the ways we keep track of member labor, participation, and accounts; a future board decision on the discount for working group membership; and a Finance Committee decision on the schedule for repayment of loans towards equity.

Considerations: I’ve been considering and discussing this for over a year, so I have many. Making workshifts optional makes membership more about ownership and owner control than about directly aiding in store operations. Permitting non-member shopping means the co-op will not be owned by all who shop there, though we can encourage membership in various ways. Keep in mind, however, that non-working members and non-member shopping have already existed in less regulated ways through exemptions, “one-time shopping,” and proxy shopping.

Proposal

Generalities

See also Article III of the bylaws, on membership.

Joining (effective immediately)

Any person eligible to join, as determined by the bylaws, may become a member upon participating in an orientation session, depositing the required member capital, and providing their name and required contact information.

Leaving (effective immediately)

Any member may terminate their membership by notifying the member coordinator in writing. They may reclaim their capital contribution and funds paid ahead for shopping, less any debt or penalty they owe the co-op, or opt to donate it to the co-op. Membership may also be terminated involuntarily under conditions stated in the membership termination policy.

Inactive membership (effective immediately)

Any member who has not shopped in six months or is not in compliance with the member participation requirement shall be considered inactive. The secretary or designee shall send them a warning as stated in the bylaws.

Leaves of absence (effective immediately)

Any members may request a leave of absence for up to six months at a time by notifying the secretary or a designee in writing. Members on a leave of absence are not subject to a participation requirement, do not receive a member discount, and shall not have their memberships terminated for inactivity.

Membership termination for cause (effective immediately)

The Member Accountability Team (or the staff collective, if a faster decision is required for reasons of safety or security) may suspend members pending termination for cause when specified by other policies and for violent, aggressive, persistently uncooperative, careless, or reckless behavior, harassment, theft, dishonesty, or gross negligence. The Secretary and Convener shall be notified in writing of all suspensions within 24 hours, and the Convener shall place termination of the membership (pending any appeals to the Member Accountability Team) on the agenda for the next meeting of the Board of Delegates. Suspended members shall not receive any member or working group discount or participate in any working group, paid labor, or co-op decision-making.

Appeal of termination of membership (effective immediately)

A member whose membership is being terminated shall receive an appeal form at the same time they receive their suspension notice. A member shall have 60 days after notification to file an appeal, which must be submitted in writing to the store. The Membership Accountability Team or designee shall acknowledge receipt of each appeal in writing, including an invitation to attend its next regularly-scheduled monthly meeting, at which the appeal will be discussed, and/or to submit additional information in support of the member’s case by that same meeting date. The Membership Accountability Team may decide to offer amnesty and reinstate membership with no additional requirements, to reinstate membership pending specific actions by the member, or to terminate the membership. If the Membership Accountability Team fails to make a decision at its meeting, the membership shall terminate at the date indicated in the notice. Final decisions, including details regarding any required actions or date of membership termination, shall be mailed to the member. A copy of the decision shall be kept in Mariposa’s offices and the Board of Delegates shall be notified.

Records (effective immediately)

The co-op shall maintain the following information for each member: full name, contact information, amounts in regular and special capital accounts, amount of debt owed to the co-op, date membership began, patronage history (including discounts and dividends received), and working group memberships past and present.

Communications (effective immediately)

All members must provide the co-op with their mailing address. They must also provide a phone number or email address if they have them and keep the co-op informed of any changes in their contact information. Members are responsible for reading or listening to all messages sent to the contact information on record.

Capital contribution (aka member equity) (effective January 1, 2011, and depends upon the amount being changed to $200 by member decision before then)

The required amount of member capital shall be $200. Members who cannot afford to pay the full contribution all at once shall have the option of paying a minimum $25 installment upon joining; the rest of the capital contribution shall be treated as a loan from the co-op to the member at no interest with a term of up to three years. The Finance Committee may establish a standard schedule for repayment of loans, but the staff may offer individuals who cannot afford it other repayment plans in keeping with this policy. Members who joined when the required member capital was less than $200 may opt into a payment plan by January 1, 2011; otherwise they will be billed the difference between $200 and their existing paid equity.

Dues (effective January 1, 2011)

The co-op shall not require members to pay dues.

Shopping

Accounts (effective as soon as feasible, but at latest upon moving to a new location [requires associating equity with members instead of accounts in MESS])

The co-op shall maintain a record of charges incurred and payments made by each member. Members and their minor children may shop as much as they like on their accounts. Members may opt to share an account, in which case the co-op shall maintain separate membership records but joint records of charges incurred and payments made.

Member discount and patronage rebates (effective immediately)

The annual budget shall project a target gross margin and member discount rate such that income is equal to expenses plus retained earnings. The Board of Delegates may approve the return of any surplus to the members as dividends on patronage.

Guest shopping

[The restructuring committee recommends that the Board of Delegates adopt a policy extending member discounts to those shopping on behalf of members before the co-op moves to a new location, but does not propose a specific policy at this time. This policy would replace proxy shopping.]

Trial membership (effective as soon a feasible, but at latest upon moving to a new location [and probably not feasible sooner due to limited space and inventory])

Nonmembers may shop at the co-op, and must be offered the options of joining the co-op or opening a trial account either upon entering the store or at check-out. If they accept a trial account, the co-op will track the amount they spend. When a trial member joins, the co-op shall place into their regular capital account the amount they would have received in membership discounts had they joined when they became a trial member or $25, whichever is less. If after six months of trial membership or at the point at which they would have accumulated $25 in membership discounts had they joined when they became a trial member, a trial member does not choose to join the co-op, their trial membership shall be terminated. Nonmembers who reject a trial membership may still shop.

Participation

Orientation (effective immediately)

Among the requirements to become a member of the co-op is participating in an orientation session. The content, schedule, and facilitators of these sessions shall be determined by the Education, Training, and Orientation Committee. Orientation sessions shall be at least one hour in duration and introduce participants to the principles and history of both Mariposa Co-op and the wider cooperative movement, Mariposa’s governance structure, and policies on member participation and shopping.

Participation (effective when workshifts become optional, i.e. upon the implementation of the paragraph below)

Members are required to attend at least two events related to Mariposa or its mission annually. These events may be membership meetings, board meetings, or educational events designated as meeting this requirement by the Education, Training, and Orientation Committee, who shall also coordinate the development and facilitation of relevant workshops. On the anniversary of their joining the co-op, any member who has not attended two such events in the last year shall be considered inactive and shall not receive a member discount until they make up their event attendance. If they fail do so within 60 days of the warning, their membership shall be terminated for cause. Members who have not yet attended two events since the last anniversary of their joining the co-op shall be sent a list of events at nine months and twelve months after that anniversary. Those who were members before this policy became effective shall not be required to attend any events during their first period under this policy if it is less than six months long and shall be required to attend at least one event if it is longer than six months.

Working groups (effective when feasible, but at latest upon moving to a new location)

Members may join working groups, including committees and other groups that work on governance, programming, or office and store operations. Active working group members receive a discount determined by the Board of Delegates off the marked price of all items, including bulk orders. This discount is in addition to the membership discount. The standard for active membership and procedures for enforcement shall be determined for each working group by the Board of Delegates and recorded in the policy manual section on that working group. For an account with multiple members, the working group discount is the average of the working group discounts of each member (e.g. if a working group member and a member not involved in any working group shared an account, their working group discount would be half the standard working group discount).

Workshifts (effective when workshifts become optional, i.e. upon the implementation of the paragraph above)

The staff collective may offer members workshifts in the store or office and may revoke a member’s workshift for poor performance. Workshifts shall consist of a time commitment of a standard number of hours per year on a regular schedule. When members are assigned workshifts, they shall also be assigned to a working group of members doing related tasks and receive the discount for working group members contingent on satisfactory performance.

Paid member labor (effective immediately)

The staff may assign members store or office work in addition to their working group membership. Such assignments shall not be subject to the employment procedures specified in the personnel policy, provided that the member is compensated as an independent contractor and that assignments exceeding eight hours a week in more than four consecutive weeks and 500 hours in a single tax year are approved by the Board of Delegates. Additionally, no member shall work more hours for compensation in a given year than the minimum required of regular paid employees. Paid members shall, however, be subject to the work standards set forth in the personnel policy. Members shall be compensated with store credit at a starting rate of $8 per hour, increased to $8.50 after they’ve worked 40 hours, to $9 after 120 hours, to $9.50 after 240 hours, and to $10 after 360 hours. Members assigned paid labor must complete IRS Form W-9, and payment shall be reported to the IRS on Form 1099-MISC if required by law.

Clarifying questions:

> Membership termination for cause – why are such people still allowed to shop?  They are allowed to shop as a non-member.  Like any store, if the member presents a safety hazard the staff could follow legal protocol to limit that person’s access on the premises.

> Workshifts are a kind of “working group.”  Working group is a very broad category for anything that contributes to the coop.

> Paid member labor effective immediately – it seems like we are currently relying heavily on member labor.  For instance one member is working 15-20 hours a week.  The member has to be working more than 8 hours a week AND more than 500 hours a year before there are tax issues.

> Participation – There is a concern about generating a “list of events.”  This could be automated very easilly via mess, email, etc.  If someone signs up and has to wait for an orientation, their rights are still limited (e.g. voting).  There is currently 1 orientation per week.  Most orientations only have 5-6 members attend.  Orientation needs to be made a priority for new members.

Straw poll:  2 STAND ASIDES.

> To pass this is to recommend that something must be done.

Discussion:

> “Guest shopping” is an issue. The recommendation presented suggests that the Restructuring committee was in agreement about this being a good idea; we were not. It could be changed to “Family shopping”; most of us did agree that it was important to create policies that make the co-op more accessible to families with young children.

> Capital contribution (aka member equity) – Use of the word “loan” may be an issue.  According to the Bylaws, you are a member once you’ve paid the minimum capital.  If equity is increased, then there are more issues because a lot of people won’t be “members.”  If it’s a “loan” the coop loans the gap in capital which allows everyone to be a member.  Could you call it an “advance?”  There are plenty of meetings before January (the effective date) to determine if use of “loan” is acceptable.  Robin will investigate this issue.

> We are not proposing bylaws, so that lowers the stakes; we can amend this easily if needed for details like this.

> Member termination for cause – something about transformative justice should be articulated in the policy.

> Workshifts – “A standard (”set”?) number of hours per year” is an issue in the workshift policy.  This seems too rigid; maybe a monthly or quarterly analysis is more friendly.  Use of the word “standard” is a flag for the IRS.

> Participation – attendance at 2 events seems too much.  Others feel this is minimal if you care about the organization.

>Capital contribution – $25 seems low.

————————

> There are 2 major concerns: Transformative/ restorative justice needs added, and use of the word “loan” needs investigated.

> There are 2 Amendments:  “Family/ Guest shopping” and strike sentence #2 of Workshifts paragraph (”Workshifts shall consist of a time commitment of a standard number of hours per year on a regular schedule.”)

Test for consensus to approve the Proposed Mariposa Membership Policies: 1 STAND ASIDE: Karen Scholl.

———————–

Meeting adjourned at 8:30pm.

The membership of Mariposa, Inc. (Mariposa Food Co-op) resolves to amend the bylaws by replacing:

Article III Section 4 with

The Co-op shall maintain records showing the names, addresses, phone numbers or email addresses, and date membership began for each Member.

Article III Section 5 with

A regular or special meeting of Members may impose, or authorize the board of delegates to impose, uniform annual participation requirements, including unpaid member labor, meeting attendance, and/or committee service.

Article III Section 10 with

Upon the death of a Member, their membership shall immediately terminate. Upon written request, the Co-op shall return the terminated Memberʼs regular capital, subject to deductions for debts owed by the Member to the Co-op, to the person designated as “beneficiary” on the Co-opʼs records. If no such request is made within two years after the death of the Member, all of the Memberʼs capital shall be forfeited and transferred to the reserve capital account.

Article IV Section 2a with

a. Regular meetings of the Members shall be held quarterly three or four times per year at dates, times, and places to be determined by the Board of Delegates. The Annual Meeting shall take place during the month of March and other meetings at approximately three-month intervals throughout the year with a summer meeting only scheduled if required for the transaction of specific business.

Article IV Section 4 with

The agenda for the membership meeting shall be set forth in the notice of meeting, and no business other than that generally set forth in the notice shall be transacted at the meeting or any adjournment of it. The agenda of regular membership meetings shall be developed by the Board in consultation with members, committees, and paid staff. If any Member submits to the Convener a petition of ten (10) Members requesting that an item be placed on the agenda of a membership meeting not less than three weeks prior to a scheduled membership meeting, the board must place this item on the agenda.

Article IV Section 5 with

A number of Members equivalent to either five percent (5%) of the Members or forty (40) Members, whichever is less, shall constitute a quorum at any meeting of Members. The Members present at a properly organized meeting may continue to do business, despite the withdrawal from the meeting of enough Members to leave less than a quorum. If a meeting of Members cannot be organized because a quorum has not attended, those present may discuss any business on the agenda with minutes being recorded and distributed in the same manner as for a regular meeting, but shall not make any formal decisions until a quorum is reached. If no quorum is reached, they may adjourn the meeting to such date, time and place as they may determine, and notice of such adjourned meeting shall be posted in a conspicuous place at the principal place of business of the Co-op for a period of not less than seven days prior to the date of the adjourned meeting. Those who attend such adjourned meeting, although less than a quorum, shall be deemed to constitute a quorum at that meeting only for the transaction of business from the meeting that was adjourned.

Article IV Section 6d4 with

the Ballot Due Date shall not be earlier than the adjournment of the meeting at which the issue described in the ballot is being considered; and

Article IV Section 8 with

No later than sixty (60) days prior to the Annual membership meeting, the
Convener shall post a notice of elections in a conspicuous place at the principal place of business of the Co-op, which notice shall state the date of the elections, the positions for which elections are to be held and the procedure for nomination of candidates for the positions. The notice shall also be published in a publication generally distributed to all members. Nominations of candidates for at-large Delegates may be made by any Member by submitting the name of the nominee(s) to the convener. Each committee eligible to nominate a delegate shall nominate one candidate and any number of alternates; if more than one alternate is nominated, they must be ranked in order of preference. All nominations must be submitted to the convener at least 35 days before the election. Representatives of the convener shall contact each nominee and determine the nomineeʼs willingness to serve.

Article IV Section 9 with

Any action taken by the Board of Delegates shall be referred to the Members for approval or disapproval when requested by the Board or if demanded by petition of at least 5% of the Members or forty (40) Members (whichever is less), delivered to the Convener within two weeks after the date that the action is authorized by the Board of Delegates. Such matters shall be approved or disapproved by the Members at the next membership meeting. Upon receipt of a petition demanding a referendum, the Convener shall place the item on the agenda for the next membership meeting and shall stay execution of the action until the referendum has been held. Rights of third parties which vest between the time that the action is authorized by the Board of Delegates and the time that the petition is received or the referendum is held shall not be impaired by a vote of the Members.

Article V Section 1a with

a. The election of Delegates shall take place at the annual membership meeting. Notice of the election, including the names of the candidates, the Board positions being filled, and a copy of the ballot shall be posted at the Co-op and mailed or emailed to Members at least 30 days before the meeting at which the election will be occur and shall be posted in a conspicuous place in each Co-op store and on the Co-op website ,throughout the twenty (20) days immediately preceding the date of the election. The Convener or their designee shall solicit brief statements from each candidate (and may recommend a specific format) and shall distribute these statements with the ballot.

Article V Section 2 with

The administration of the Co-op shall be vested in a Board of Delegates comprised of a minimum of eleven (11) and a maximum of seventeen (17) persons who shall act for the Co-op in all matters, except where prohibited by statute, the Articles of Incorporation or reserved by these Bylaws for the Members.

Article V Section 3 with

The Board of Delegates shall consist of the following persons, all of whom shall be Members of the Co-op: the three officers, a minimum of four (4) and a maximum of seven (7) Delegates from standing committees, and a number of at-large Delegates equal to the number of committee Delegate seats. Except for vacancies filled in accordance with Article V, Section 6, of these Bylaws, all Delegates shall be elected by the membership according to Article V, Section 1.

Article V Section 4 with

c. The election of Delegates will be such that terms are staggered so that under normal circumstances approximately half of the at-large Delegates shall be elected every second year. If vacancies result in more than one half (rounded up to the nearest integer) of the at-large delegates are being elected at a single annual meeting, the candidates elected with the most votes shall serve full terms and those elected with fewer votes one-year terms.

Article V Section 5 with

c. Delegates elected to vacant seats at meetings other than the annual meeting shall serve until their predecessorʼs term would have ended.

Article V Section 6 with

b. Delegates who incur three (3) consecutive unexcused absences from Board meetings shall be removed by decision of the Board. An unexcused absence shall be determined by the Convener.

Article V Section 7 with

Delegates shall receive no monetary compensation from the Co-op for their service as Delegates.

Article V Section 8 with

The Board of Delegates may hold meetings, both regular and special, at such time and place as it may, from time to time, determine; however at least 12 meetings must be held each year. The date, time and place of each meeting of the Board of Delegates shall be posted by the Convener in a conspicuous place at the principal place of business of the Co-op for at least three (3) days prior to a special meeting, and two (2) weeks prior to a regular meeting. All meetings for the transaction of business of the Board of Delegates shall be open to the membership of the Co-op.

Article V Section 10 with

At all meetings of the Board of Delegates, two thirds of those who are currently serving on the Board shall be necessary to constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of Delegates, the Delegates present may discuss any business on the agenda with minutes being recorded and distributed in the same manner as for a regular meeting, but shall not make any formal decisions until a quorum is reached. If no quorum is reached, they may adjourn the meeting and determine a time and place for an adjourned meeting. Notice of the adjourned meeting shall be given to each Delegate, and shall be posted at least three (3) days prior to the adjourned meeting.

Article VI Section 1 with

The officers of the Co-op shall be a Convener, Secretary and Treasurer. Officers shall be chosen for a term of one (1) year and shall serve until that officerʼs successor is elected and assumes office or until removed by the membership meeting for cause. Only members of the Co-op may serve as officers; paid employees of the Co-op shall not be eligible to be officers of the Co-op.

Article VI Section 2 with

The Convener (or a designated representative) shall call regularly scheduled meetings of the membership, shall give notice of all board and membership meetings required by these bylaws, and shall facilitate at those meetings. If the Convener is not present at a membership or Board meeting and has not designated a facilitator, the meeting may appoint any member present to facilitate at that meeting. An unexcused absence of a Delegate shall be determined by the Convener.

Article VI Section 3 with

The Secretary (or a designated representative) shall record minutes of membership and Board meetings and post a copy of the minutes of the meetings of the Board of Delegates and Membership Meetings in a conspicuous place at the principal place of business of the Co-op. Minutes of the Board of Delegates meetings shall be posted within seven (7) days after approval by the Board. Draft minutes of the Membership Meetings shall be posted no later than two weeks prior to the Membership Meeting at which they are scheduled to be approved. The Secretary shall keep custody of the official documents of the Co-op. If the Secretary is not present at a membership or Board meeting and has not designated a substitute, the meeting may appoint any member present to take minutes at that meeting.

Article VII Section 2 with

Except where otherwise stated in these bylaws or determined by the membership or Board, any member may join any committee. A committee may expel its own members for cause and the Board may remove members of any committee for cause. Any member who misses three consecutive meetings of a committee without explanation shall be deemed to have resigned from that committee. Committees shall maintain a list of their current members and furnish copies to the Board of Delegates on request.

Article IX Section 6 with

a. A Delegate of the Co-op shall stand in a fiduciary relation to the Co-op and shall perform their duties as a Delegate, including their duties as a member of any committee of the Board upon which they may serve, in good faith, in a matter they reasonably believes to be in the best interest of the Co-op, and with such care, including reasonable inquiry, zeal, and diligence, as a person of ordinary prudence would use under similar circumstances. In performing their duties, a Delegate shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following: (1) one or more officers or employees of the Co-op whom the Delegate reasonably believes to be reliable and competent in the matters presented; (2) counsel, public accountants, or other persons as to matters which the Delegate reasonably believes to be within the professional or expert competence of such person; (3) a committee of the Co-op as to matters within its designated authority, which the Delegate reasonably believes to merit confidence.


b. In discharging the duties of their respective positions, the Board of Delegates may, in considering the best interests of the Co-op, consider the effects of any action upon employees, suppliers, members of the Co-op and the community in which the Co-op is located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section. Absent breach of fiduciary duty, lack of good faith, or self-dealing, actions taken as a Delegate or any failure to take any action shall be presumed to be in the best interest of the Co-op.


c. A Delegate of the Co-op shall not be personally liable for monetary damages for any action taken or for any failure to take any action, unless: (1) the Delegate has breached or failed to perform the duties of their office under this section; (2) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. The provisions of this section shall not apply to: (1) the responsibility or liability of the Delegate pursuant to any criminal statute; or (2) the liability of a Delegate for the payment of taxes pursuant to local, state, or federal law. The Co-op shall indemnify each of its Delegates, officers, committee chairs, and employees who was or is an authorized representative of the Co-op and who was or is “party” (which shall include for purposes of this provision the giving of testimony or similar involvement) or is threatened to be made a party to any “proceeding” (which shall mean for purposes of this provision any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil administrative or investigative, whether formal or informal, and whether brought by or in the right of the Co-op or otherwise) by reason of fact that such person was or is an authorized representative of the Co-op, to the fullest extent permitted by law, including without limitation, indemnification against expenses (which shall include for purposes of this provision attorney’s fees and disbursements), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding, unless the act or failure to act giving rise to the claim is finally determined by a court to have constituted willful misconduct or recklessness. If an authorized representative is not entitled to indemnification in respect of a portion of any liabilities to which such person may be subject, the Co-op shall nonetheless indemnify such person to the maximum extent for the remaining portion of the liabilities.


d. The Co-op shall pay the expenses (including attorney’s fees and disbursements) actually and reasonably incurred in defending a proceeding on behalf of any person entitled to indemnification under Section C of this provision in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Co-op and may pay such expenses in advance on behalf of any employee or agent on receipt of a similar undertaking. The financial ability of such authorized representative to make such repayment shall not be a prerequisite to the making of an advance.


e. Each person who shall act as an authorized representative of the Co-op shall be deemed to be doing so in reliance upon the rights of indemnification provided by this provision.


f. All rights of indemnification under this provision shall be deemed a contract between the Co-op and the person entitled to indemnification pursuant to which the Co-op and each person intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not limit, but may expand any rights or obligations in respect of any proceeding, whether commenced prior or after such change, to the extent such proceeding pertains to actions or failures to act, prior to such change.


g. The indemnification, as authorized by this section, shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, decision of disinterested Delegates or otherwise. The indemnification and advancement of expense provided by, or granted pursuant to, this action shall continue as to a person who has ceased to be an officer or Delegate in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors and administrators of such person.

and adding the following sections:

Article V Section 11

Conflict of interest
Members of the Board of Delegates, including officers, shall be under an
affirmative duty to disclose their actual or potential conflicts of interest in any
matter under consideration by the committee, and such interest shall be made a matter of record in the minutes of the meeting. Delegates having such an interest may not participate in the decision of the matter.

Article VI Section 5

Acting Officers
If officers resign, are removed from the Board of Delegates for nonattendance, or are otherwise incapacitated, the Board of Delegates may appoint acting officers to carry out their duties until a membership meeting can remove, replace, or reinstate them.

Article III – Membership

4. Records
The Co-op shall maintain records showing the names, addresses, phone numbers or
email addresses, and date membership began for each Member, including all adults
and legally emancipated minors in a household.

[The restructuring proposal has a different system for how non-members who live with
members can shop that doesnʼt require us to keep these records for everyone].

5. Participation Requirement
A regular or special meeting of Members may impose, or authorize the board of
delegates to impose, uniform annual participation requirements, including unpaid
member labor, meeting attendance, and/or committee service.

[This is what was intended, and itʼs how we interpreted it in approving the referendum.]

10. Death of a Member
Upon the death of the last or only person included in a membership a Member, the
membership shall immediately terminate. Upon written request, the Co-op shall return
the terminated Memberʼs regular capital, subject to deductions for debts owed by the
Member to the Co-op, to the person designated as “beneficiary” on the Co-opʼs records.
If no such request is made within two years after the death of the Member, all of the
Memberʼs capital shall be forfeited and transferred to the reserve capital account.

[The deleted language is meaningless since the bylaws also state that only individuals
can become members.]

Article IV – Meetings of Members

2. Frequency of Meetings
a. Regular meetings of the Members shall be held quarterly three or four times per
year at dates, times, and places to be determined by the Board of Delegates. The
Annual Meeting shall take place during the month of March and other meetings at
approximately three-month intervals throughout the year with a summer meeting only
scheduled if required for the transaction of specific business.

[Typically, the June meeting has not had much to do and itʼs more difficult to get a
quorum in the summer].

4. Agenda

The agenda for the membership meeting shall be set forth in the notice of meeting, and no business other than that generally set forth in the notice shall be transacted at the meeting or any adjournment of it. The agenda of regular membership meetings shall be developed by the Board in consultation with members, committees, and paid staff. If any Member submits to the Board Convener a petition of ten (10) Members requesting that an item be placed on the agenda of a membership meeting (within sufficient time for the issue to be publicized in the notice of the membership meeting sent to Members) not less than three weeks prior to a scheduled membership meeting, the board must place this item on the agenda.

[Board is replaced with Convener since the Convener is responsible for putting it on the
agenda of the board meeting that makes the agenda and since itʼs easier to verify when
it was submitted. Three weeks is because “sufficient time” is vague.]

5. Quorum
A number of Members equivalent to either five percent (5%) of the Members or forty
(40) Members, whichever is less, shall constitute a quorum at any meeting of Members.
The Members present at a properly organized meeting may continue to do business,
despite the withdrawal from the meeting of enough Members to leave less than a
quorum. If a meeting of Members cannot be organized because a quorum has not
attended, those present may discuss any business on the agenda with minutes
being recorded and distributed in the same manner as for a regular meeting, but
shall not make any formal decisions until a quorum is reached. If no quorum is
reached, they may adjourn the meeting to such date, time and place as they may
determine, and notice of such adjourned meeting shall be posted in a conspicuous
place at the principal place of business of the Co-op for a period of not less than seven
days prior to the date of the adjourned meeting. Those who attend such adjourned
meeting, although less than a quorum, shall be deemed to constitute a quorum at that
meeting only for the transaction of business from the meeting that was adjourned.

[This wasnʼt forbidden, and is more or less what weʼve been doing, but the extra
sentence makes it clear that itʼs permitted.]

6. Making decisions
d. Voting by Ballot
4. the Ballot Due Date shall not be later earlier than the adjournment of the meeting at
which the issue described in the ballot is being considered.

[Later than the adjournment makes no sense – if the ballot is the final decision, it should
be after the meeting to discuss it and if itʼs only advisory it should be due before it
begins.]

8. Notice of Nomination and Election of Delegates
No later than sixty (60) days prior to the Spring Annual membership meeting, the
Convener shall post a notice of elections in a conspicuous place at the principal place of
business of the Co-op, which notice shall state the date of the elections, the positions
for which elections are to be held and the procedure for nomination of candidates for the
positions. The notice shall also be published in a publication generally distributed to all
members. Nominations of candidates for at-large Delegates may be made by any
person in a Member household by submitting the name of the nominee(s) to the
Convener within sufficient time to permit the nomination to be disseminated to the
membership by mail in accordance with these bylaws. Each committee eligible to
nominate a delegate shall nominate one candidate and any number of alternates; if
more than one alternate is nominated, they must be ranked in order of preference. All
nominations must be submitted to the Convener at least 35 days before the
election. Representatives of the Convener shall contact each nominee and determine
the nomineeʼs willingness to serve.

[Makes the name of the meeting consistent with other sections of the bylaws. “Member
household” is a vestige of the Weavers Way bylaws we used as a model and is
meaningless given the definition of membership in Article III.  Sets a specific deadline for
nominations as the meaning of “sufficient time” has been a problem in the past.]

9. Referendum on Acts of Delegates
Any action taken by the Board of Delegates shall be referred to the Members for
approval or disapproval when requested by the Board or if demanded by petition of at
least 5% of the Members or forty (40) Members (whichever is less), delivered to the
Convener within two weeks after the date that the action is authorized by the Board of
Delegates. Such matters shall be approved or disapproved by the Members at the next
membership meeting. Upon receipt of a petition demanding a referendum, the Convener
shall place the item on the agenda for the next membership meeting and shall stay
execution of the action until the referendum has been held. Rights of third parties which
vest between the time that the action is authorized by the Board of Delegates and the
time that the petition is received or the referendum is held shall not be impaired by a
vote of the Members.

Article V – Delegates

1. Election of Delegates
a. The election of Delegates shall take place at the annual membership meeting. Notice
of the election, including the names of the candidates, the Board positions being filled,
and a copy of the ballot shall be posted at the Co-op and mailed or emailed to Members
at least 30 days before the meeting at which the election will be occur and shall be
posted in a conspicuous place in each Co-op store and on the Co-op website
throughout the twenty (20) days immediately preceding the date of the election, and
there shall be an opportunity in the same publication for brief statements relating to each candidate. The Convener or their designee shall solicit brief statements from each candidate (and may recommend a specific format) and shall distribute these statements with the ballot.

[Provides clarity.]

2. Number of Delegates
The administration of the Co-op shall be vested in a Board of Delegates comprised of a
minimum of eleven (11) and a maximum of seventeen (17) persons who shall act for the
Co-op in all matters, except those required where prohibited by statute, the Articles of
Incorporation or reserved by these Bylaws for the Members.

[Provides clarity.]

3. Board Positions
The Board of Delegates shall consist of the following persons, all of whom shall be
Members of the Co-op: the three officers, a minimum of four (4) and a maximum of
seven (7) Delegates from standing committees, and a number of at-large Delegates
equal to the number of committee Delegates seats. Except for vacancies filled in
accordance with Article V, Section 6, of these Bylaws, all Delegates shall be elected by
the membership according to Article V, Section 1.

[Clears up ambiguity in the existing bylaws about what happens if a committee seat is vacant.]

4. Terms of Office
c. The election of Delegates will be such that terms are staggered so that under normal
circumstances approximately half of the at-large Delegates shall be elected every
second year. If vacancies result in more than one half (rounded up to the nearest
integer) of the at-large delegates are being elected at a single annual meeting,
the candidates elected with the most votes shall serve full terms and those
elected with fewer votes one-year terms. Transition election in 2009: The half of the
delegates elected at-large with the most votes shall each be elected to a term of two (2) years. The other at-large candidates elected to the Board in 2009 shall be elected to a term of one (1) years. The initial terms of Committee delegates shall be determined by the Board at its first meeting.

[Removed obsolete clause]

5. Vacancies
c. Delegates elected to vacant seats at meetings other than the annual meeting
shall serve until their predecessorʼs term would have ended.

[This makes keeping the terms properly staggered much simpler and ensures that all
elections are equally competitive and involve roughly the same number of committee
seats.]

6. Removal of Delegates
b. Delegates who incur three (3) consecutive unexcused absences from Board meetings
shall be automatically removed by decision of the Board. An unexcused absence shall
be determined by the Convener.

[The Board has to remove them (thatʼs what shall means) but itʼs a decision instead of
automatic so that it gets recorded in the minutes and starts the process of filling the
empty seat]

7. No Compensation of Delegates
Delegates shall receive no monetary compensation from the Co-op for their services as
Delegates.

[This is a typo with a slightly different meaning from what was intended. Services means
we canʼt compensate delegates for specific tasks. Service means we canʼt compensate
them for the position itself.]

8. Meetings
The Board of Delegates may hold meetings, both regular and special, at such time and
place as they it may, from time to time, determine; however at least 12 meetings must
be held each year. The date, time and place of each meeting of the Board of Delegates
shall be posted by the Convener in a conspicuous place at the principal place of
business of the Co-op for at least three (3) days prior to a special meeting, and two (2)
weeks prior to a regular meeting. All meetings for the transaction of business of the
Board of Delegates shall be open to the membership of the Co-op.

[Typo.]

10. Quorum
At all meetings of the Board of Delegates, two thirds of those who are currently serving
on the Board shall be necessary to constitute a quorum for the transaction of business.
If a quorum shall not be present at any meeting of Delegates, the Delegates present
may discuss any business on the agenda with minutes being recorded and
distributed in the same manner as for a regular meeting, but shall not make any
formal decisions until a quorum is reached. If no quorum is reached, they may
adjourn the meeting and determine a time and place for an adjourned meeting. Notice of
the adjourned meeting shall be given to each Delegate, and shall be posted at least
three (3) days prior to the adjourned meeting.

[This is the same change as for membership meetings.]

5. Conflicts of Interest
Members of the Board of Delegates, including officers, shall be under an
affirmative duty to disclose their actual or potential conflicts of interest in any
matter under consideration by the committee, and such interest shall be made a
matter of record in the minutes of the meeting. Delegates having such an interest
may not participate in the decision of the matter.

[Already exists for committees, but for some reason not in the bylaws for at-large
delegates or officers]

Article VI – Officers

1. Election of Officers
The officers of the Co-op shall be a Convener, Secretary and Treasurer. Officers shall
be chosen for a term of one (1) year and shall serve until that officerʼs successor is
elected and assumes office or until removed by the membership meeting for cause.
Only members of the Co-op may serve as officers; paid employees of the Co-op shall
not be eligible to be officers of the Co-op.

2. Convener
The Convener (or his or her a designated representative) shall call regularly scheduled
meetings of the membership, shall give notice of all board and membership meetings
required by these bylaws, and shall facilitate at those meetings. If the Convener is not
present at a membership or Board meeting and has not designated a facilitator, the
meeting may appoint any member present to facilitate at that meeting. An unexcused
absence of a Delegate shall be determined by the Convener.

3. Secretary
The Secretary (or his or her a designated representative) shall record minutes of
membership and Board meetings and post a copy of the minutes of the meetings of the
Board of Delegates and Membership Meetings in a conspicuous place at the principal
place of business of the Co-op. Minutes of the Board of Delegates meetings shall be
posted within seven (7) days after approval by the Board. Draft minutes of the
Membership Meetings shall be posted no later than two weeks prior to the Membership
Meeting at which they are scheduled to be approved. The Secretary shall keep custody
of the official documents of the Co-op. If the Secretary is not present at a membership
or Board meeting and has not designated a substitute, the meeting may appoint any
member present to take minutes at that meeting.

5. Acting Officers
If officers resign, are removed from the Board of Delegates for nonattendance, or
are otherwise incapacitated, the Board of Delegates may appoint acting officers
to carry out their duties until a membership meeting can remove, replace, or
reinstate them.

[This actually did happen – fortunately, the officer in question was willing to designate
someone to carry out their job until the election.]

Article VII – Committees

2. Committee membership
Except where otherwise stated in these bylaws or determined by the membership or
Board, any member may join any committee. A committee may expel its own members
for cause and the Board may remove members of any committee for cause. Any
member who misses three consecutive meetings of a committee without explanation
shall be deemed to have resigned from that committee. Committees shall maintain a
list of their current members and furnish copies to the Board of Delegates on
request.

[This is necessary for determining who can be nominated as a committee delegate, if
nothing else.]

Article IX – Miscellaneous

6. Fiduciary
[replace “he or she” with “they” and “his or her” with “their” throughout]

Open to all Mariposa members.

Agenda (tentative)

Introduction
6:30–6:45PM–Group activity, check-ins, announcements
6:45–6:55PM–Approval of agenda and July minutes

Reports/Updates
6:55-7:05PM–Finance (Dan O.)
7:05-7:20PM–Expansion and Fundraising Update (Joe)
7:20-7:30PM–Member Equity update (Rebecca)

Proposals
7:30-7:45PM–Board process proposal (Peter)
7:45–8:15PM–Work-shift policy proposal (Restructuring) (Peter)

Planning
8:15-8:25PM–Planning for September GMM

8:25–8:30PM–Adjournment

All members are welcomed and encouraged to attend.

4:00-4:15PM–Group Activity and Introductions (All)
4:15-4:20PM–Overview of Meeting Process and Approval of Agenda
4:20-4:30PM–Approval of minutes for:
October 13, 2009
March 21, 2010
June 27, 2010

4:30–6PM–(TBA)

Bylaw Revisions for Consideration

Omnibus Amendment

Proposals Background: We replaced our old bylaws with an entirely new set in early 2009. While the new ones have generally worked well, we have found that there are a number of places where the specific language is unnecessarily confusing or vague. There are also some typographical errors.

Proposal: Effective upon approval by the membership, the bylaws will be amended as described in the attached document. To review proposed bylaw revisions, visit http://www.mariposa.coop/?p=1299

Board of Delegates Meeting – DRAFT minutes, awaiting correction & approval

15 July 2010 at 6:30 pm

Calvary Center for Culture and Communication

meeting began at 6:40

Board attendees

Daniel Flaumenhaft (Magpie), at-large delegate, also on Restructuring committee

Esteban Kelly (Felicidade Sim), Staff, Operations committee delegate, also on Restructuring, Expansion, FJAR & Education committees

Jakey Greenberg (Dangerous Unicorn Ranch), at-large delegate (facilitator shpeherd)

Kara Crews (Rebel Lioness), Convener, also on FJAR committee

Karen Scholl (Fortress of Solitude), Member Accountability committee delegate, also on

Joe McNulty (Sassafras), Facilities/Expansion committee delegate

Michael Dolich (Four Worlds), at-large delegate

Nancy Wygant (Musubi), Secretary, also on FJAR and Restructuring committees  (notetaker)

Peter Collopy (Peter Collopy), at-large delegate, also on Restructuring committee (facilitator guide)

Rebecca Alvarez (Pumpernickel), at-large delegate

Robin Mack-Ward (Mack-Ward), Treasurer

Steve Beuret (Beuret), at-large delegate, also on Restructuring committee

Thomasin Parnes (Boat), Staff, Staff Collective committee delegate, also on FJAR & MAT committees

Tyrone Boucher (Tyronius), Staff, Education Training & Orientation committee delegate, also on FJAR

Non-board attendees

Dan Ohlemiller (Fortress of Solitude), Staff

Jody Pollock and Sonja Tinnesen, film-makers

Absent

Liz Hill (Badger House), at-large delegate, also on Restructuring committee, excused

Saani Campbell (Herb’s Greenhouse), FJAR committee delegate

Administrative Review Items:

Group Activity

Members broke into pairs and brainstormed a ‘word cloud’ of words we think of related to the co-op.

Announcements

FJAR film screening July 22nd 7-9 Rotunda Future of Food with speaker, and info about Truth in Labeling Coalition

Bike Ambassador series starting July 27th beginning with basic urban riding

Staff is working on getting a disability justice trainer, will announce date, sometime in September, board will be invited – contact Tyrone

Approval of July agenda – unanimous

Approval of June minutes -

> Karen also on Restructuring

> under staff peer review – 360 = comprehensive peer review in which all review selves & each other

> under hiring Tyneisha – at time of original interview = original review

> make sure ? to Thomasin re staff report is taken out

With these corrections, unanimously approved.

Reports

Finance (Dan O.)

> June sales lowest yet this year but typical of summer slump

> also a summer slump in workshift attendance, but expenses within budget including for personnel

> lower gross margin for June, due probably to timing of inventory & United deliveries

> overall slight loss for June, still slight loss since 2006

> June report also includes grant $ since deadline to use that $ was end of that month

> member loan money coming in slowly these days

> usually by this time of year member equity has dropped a bit (with older members departing) but not this year because folks have been increasing equity for expansion

Expansion/Facilities (Joe M.)

> still moving forward on purchase of Beulah, not finalized but much closer to final word on financing

> had meeting of 4 lenders to work out how much each would lend, very encouraging

> we have revised our appraisal to narrow difference with theirs, which is helpful for funders to move forward

> still trying to work out arrangement for CPN to act as fiscal agent for smaller donations – complicated for them as non-p passing $ to as as for-p

> comment – would be good for lenders to speak to Beulah’s realtors; it looked like they were showing the property to someone else this morning

Education and Training (Peter)

The committee is dealing with plans for orientation, training related to operations – but would mostly like to talk about planned trainings on copop process & facilitation

> goal starting Sept 1-hour training to be held quarterly (but could also be done for committees when they meet) on how to participate in Mariposa decision-making process.

> Also separate facilitation training

> we’d like to formalize/standardize what our decision-making process actually is, since we’ve never done that, and our bylaws mandate board to adopt rules of order

Proposal: draft rules of order for Mariposa board (drafted by Peter & Esteban)

> handouts: 2-page description, and flow-chart

> could also be used more informally by committees

> membership could also decide to adopt this process for GMMs, although most of those meetings will be more discussion oriented, less decision-making

> overall goal to expalin process we already have with a few changes to empower facilitators to take care of issues like time extension so we don’t have to discuss that

> two facilitators: guide to move group through the process, & shepherd

Discussion:

> would be less confusing if hand signals meant same in straw poll & formal test

> the big difference from what we’ve done in the past is the voting provision, empowering facilitator to decide that consensus isn’t working and move to 2/3 vote

> bylaws require us to adopt rules of order which specify criteria for determining when consensus not possible and what happens in that case – this does that – not sure that it makes sense for the guide to be the one to decide on vote – should be convener instead, an elected position accountable to membership

> convener might not always be present; guide is the one whose role is to be thinking about process – and facilitators would be expected to step back from discussions where they have a conflict of interest

test for consensus – 2 blocks – Nancy & Thomasin

both think voting piece needs to be worked out further

Expansion Action Plan (Thomasin, Tyrone, Esteban)

> Who’s read the handout? All hands raised.

> Hardly anyone has signed up for feedback conversations (and only one person emailed to say they couldn’t do it) – what’s up? Looking not just for complaints/problems with this draft plan, but any thoughts about it. Future conversations will be more productive if we al have time to process this, take time to dig into it, now.

> some parts of this plan, especially low-income/sliding scale membership, have been controversial in the past – which is why we put variations in the document, so when folks say “this is great” I wonder whether they really read it, or what happened to past concerns

> there will be further opportunities to address these issues, when we move forward with particular action steps

> responses from various delegates: too many co-op emails & issues to respond to all – would prefer to discuss in large group – personal schedule hasn’t allowed time for extra meetings

Restructuring (Peter)

> Handed out current draft of proposed membership policy, with caveat that there are some pieces not yet agreed on – aim to have all concerns worked out so that this can be ready to approve by August board meeting. Some changes since last month but not a lot.

> current draft posted online at http://docs.google.com/View?id=ddpht7hr_10ffrxxpgz

> If you’re interested in being part of this conversation, and you’re not already on the restructuring email list, contact Peter at peter@mariposa.coop

> working groups (workshifts) details like how many hours remain to be worked out; staff is thinking about this as far as store shifts – committees etc will have to work out their own accountability and report to board – people who want to work more in store could be hired as member credit workers – could be a tax problem if it looks too much like hourly compensation

> concerns re at what level board needs to approve paid member workers

> check with lawyer whether W9 is always required – finance notes that it’s more hassle to track of folks don’t fill it out unless their hours approach threshold

- does co-op really need to keep track of $ amounts of each member’s shopping? yes, as a co-op, otherwise we can’t pay dividends

> so much of this is needlessly complicated, including trial membership, guest shopping – trial membership should say “may” not “will” so it’s optional for folks – awkward to set aside escrow for trial membership – possiblity from joint FJAR-Restruc mtg to have pool of donations to cover equity for folks who don’t have the capital to invest

> trial membership was mandated in original referendum, with considerable detail, so we can’t get rid of it or drastically change without going back to memb

> it was requested that someone look up that language and email to entire board. Here it is:

“To ensure that Mariposa Food Co-op is both controlled by all the people who shop there and genuinely welcoming of new shoppers, the Board of Delegates shall adopt policies that… establish a trial member status in which the co-op invites each non-member shopper to become a fully paid-up member once the patronage benefits they would have been due as a member had reached the minimum amount of member capital.”

Planning

Identifying Short Term and Long Term Priorities from Board Retreat

> let’s have a separate meeting of delegates from committees involved in expansion to do this, and present to full board at August board meeting – who will schedule this? Esteban

Actionables/Action Steps/Scheduling

Planning for September General Membership Meeting

> we’ve promised fun interesting meetings – conversation about overhaul of workshift system, with presentation of staff thinking so far but get input before it gets to far

> present membership policy? doesn’t sound fun

> process suggestion – 2-4 people take responsibility for organizing, so it’s not all on Kara (she agrees) – Rebecca will help with fun, also Jakey, Esteban

> timeline? meeting will be Sept 26 – proposed  collection of minor bylaws amendments need to be published 60 days in advance? Daniel has list more or less together, only 2 might be controversial (requiring 3 meetings rather than 4, and changing some things about how quorum works)

Identifying and gathering bylaws for membership approval – will be done by email, asap

Evaluation of Meeting and Adjournment

> would be better not to have guide be someone who’s also presenting multiple items

> felt like a good productive meeting with varied kinds of discussions, topics

> be sure to id who’s facilitating

> good group activity in beginning – and good snacks!

> would like us to have documents etc more organized & accessible

> keeping on time is important

> could we show new video at GMM?

> please if at all possible send handouts ahead of time, even if only 24 hours!

meeting adjourned at 8:40

Draft Rules of Order for Mariposa board

July 15, 2010

Agenda and time management

The agenda, written by the convener or their designate, allots an amount of time for each agenda item and arranges them according to urgency and necessity. Enforcing time limits is the responsibility of the guide, who may extend time or remove time from specific agenda items in order to facilitate a productive meeting. The guide must aim to avoid increasing the overall length of the meeting or removing time from agenda items unfairly.

Agenda items without a proposal

For each agenda item, we either have a specific proposal which has been developed before the meeting or we have a topic or problem which is the subject of a report and/or discussion. If we don’t have a proposal, someone informed about the topic (typically the person who requested that it be placed on the agenda) speaks about it. After this, all participants may ask clarifying questions in order to better understand the situation. Following clarifying questions, the guide may move the group on to general discussion.

Proposals

If we begin an agenda item with a specific proposal, or if one is generated by a discussion, we follow a similar process. First, the proposer or group of proposers presents the proposal, with some background as to why it is necessary. After this, all participants may ask clarifying questions.

Following clarifying questions, the guide shall conduct a straw poll, asking participants to indicate their support for the proposal using hand signals. (The guide may also conduct a straw poll at any other point in this process.) In a straw poll, a thumb up indicates support, a thumb sideways some opposition, and a thumb down strong opposition; participants may also abstain using a fist with no thumb out. If all thumbs shown are up, the proposal passes without discussion due to unanimous approval. If some thumbs are sideways or down, however, the guide shall choose either to table the proposal—referring it to a committee, a future meeting, or a reconciliation process (if there is conflict around the proposal) and moving on to the next agenda item—or to move on to discussion.

Discussion

Discussions are facilitated primarily by the shepherd, who has the goal of making space for all present to participate equitably. This facilitation includes keeping stack, a list of all who wish to speak. Although this list is typically kept in a “first-in/first-out” manner, with those who “get on stack” earlier speaking earlier, the shepherd should utilize a dynamic stack as they see fit, privileging the contributions of participants whose voices are not as frequently heard by allowing them to speak sooner. Participants who wish to contribute a brief point of information, a process point (i.e. something regarding the process rather than the substance of the discussion), a proposal), or a clarifying question, rather than an opinion, may use special hand signals so that the shepherd can allow them to “jump stack” and speak before other participants. The discussion may end on its own or the guide may end it due to lack of time or because the subject would be more productively referred to a committee, a future meeting, or specific members.

New proposals

Any discussion, even one about an existing proposal, may generate new proposals. In the case of a new proposal, the guide may shift to the process for addressing proposals, under proposals, above. (They should only do so if the proposal directly addresses the agenda item under discussion; otherwise, the proposal should be placed on a future agenda so that members will be aware of it in advance.)

If the introduction of a new proposal results in multiple proposals addressing the same agenda item being before the group, the guide may choose to finish discussion of one proposal before addressing another, or may allow discussion of both in tandem (in which case clarifying questions and straw polling on the new proposal should be facilitated before returning to discussion). If multiple proposals addressing the same issues ultimately reach approval, the guide may use approval voting (i.e. each participant may vote for as many proposals as they wish) to select the best among them.

Alternately, if in a discussion of an existing proposal all participants agree on the superiority of a new alternative proposal, it may replace the original proposal. This process is sometimes referred to as a “friendly amendment,” but in our process it must be acceptable to all participants rather than only to the original proposer. Nonetheless, it may be useful for the shepherd to make room for the proposers of multiple alternative proposals to talk among themselves and attempt to reconcile their proposals into a single one acceptable to all participants.

Testing for consensus

A formal test for consensus is similar but not identical to a straw poll, and is intended to be more likely to arrive at a final decision. In a test for consensus, a thumb up indicates support (which may range from enthusiasm to near indifference) and a thumb sideways opposition. Thumbs down shall be considered “blocking” and should only be used when a member believes that the proposal would detract from the best interests of the co-op or is personally unwilling to be part of an organization which carries out the proposal.

Participants may abstain using a fist with no thumb out, but are encouraged to do so only if they have a conflict of interest or have missed out on the information necessary to make the decision (e.g. were not present at a meeting for which minutes are being approved). Participants who feel they need more information to responsibly decide should seek that information through clarifying questions and suggest the proposal be tabled if the information has not yet been gathered. Those who feel truly neutral may express their neutrality by putting their opinion with the majority or by putting their thumb up on the principle that the proposer, if not others, believe the proposal to be in the best interests of the co-op.

Although the specific outcome is up to the judgment of the guide, in general they should use the following guidelines:

• If very few thumbs are up (0­–2 in a group of about 15), the result is negative: the proposal fails for lack of support and is dismissed, although those in favor may bring another proposals, changed based on criticisms, to a future meeting.
• Otherwise, if any thumbs are down (i.e. blocking) or more than ¹⁄₃ of thumbs are sideways, the result is mixed: the guide shall choose either to table the proposal—referring it to a committee, a future meeting, or a reconciliation process and moving on to the next agenda item—or to return to discussion.
• Otherwise (i.e. if ²⁄₃ of thumbs are up and none are down), the proposal is approved.

Voting

If a proposal is urgent or has been discussed at such length that the guide believes it will not be resolved by consensus, and if a straw poll on the proposal indicates mixed support, the guide may choose to hold a vote, in which a ²⁄₃ majority is necessary for the proposal to pass.

Preview of Flow Chart of  Proposed Mariposa Board Process for Proposals

17 June 2010 at 6:30pm

Calvary Center for Culture and Communication

Meeting began at 6:40pm.

Board Attendees

Daniel Flaumenhaft (Magpie), at-large delegate, also on Restructuring committee

Esteban Kelly (Felicidade Sim), Staff, Operations committee delegate, also on Restructuring, Expansion, FJAR & Education committees

Jakey Greenberg (Dangerous Unicorn Ranch), at-large delegate

Kara Crews (Rebel Lioness), Convener, also on FJAR committee

Karen Scholl (Fortress of Solitude), Member Accountability committee delegate, also on Restructuring

Liz Hill (Badger House), at-large delegate, also on Restructuring committee

Nancy Wygant (Musubi), Secretary, also on FJAR and Restructuring committees

Peter Collopy (Peter Collopy), at-large delegate, also on Restructuring committee

Rebecca Alvarez (Pumpernickel), at-large delegate

Robin Mack Ward (Mack Ward), Treasurer

Saani Campbell (Herb’s Greenhouse), FJAR committee delegate

Steve Beuret (Beuret), at-large delegate, also on Restructuring committee

Thomasin Parnes (Boat), Staff, Staff Collective committee delegate, also on FJAR & MAT committees

Tyrone Boucher (Tyronius), Staff, Education Training & Orientation committee delegate, also on FJAR

Non-board Attendees

Dan Ohlemiller (Fortress of Solitude), Staff

Karena Thurston (Thurston/ Valentine), Scribe

Absent

Joe McNulty (Sassafras), facilities/expansion delegate, excused

Michael Dolich (Four Worlds), at-large delegate

Administrative Review Items:

Group Activity

Members present at the meeting broke into groups of 3-4 people and brainstormed “assets” that members bring to the table.  United, the members compiled a list of the Board’s assets/ strengths.

Consensus decision-making

> It was suggested we use colored cards instead of/in addition to hand signals.

Discussion:

> Color name should be written on the card to assist those who may be color blind.

> Card meaning should be written on the card as well (refer to agenda).

> Cards will be handed out & collected after each meeting so there should always be enough.

6/17/2010 Agenda Approval

> Agenda item that needs added: to permanently hire Tyneisha (Esteban will go get her for that portion of the meeting as she is working in the store tonight).

> Thomasin’s report from the Expansion/ Restructuring should move to the end of Policy Reviews/ Updates.

Test for consensus: UNANIMOUSLY APPROVED.

05/20/2010 Meeting Minutes Approval

Corrections that need made:

> Dan’s Finance Committee report should be replaced with the report he emailed May 18th.

> Thomasin is on the “MAT” (not “MESS”) committee.

Test for consensus to approve the minutes with the above noted corrections: 2 STAND ASIDES.

Reports:

Finance – Consideration of a proposed Loan (Dan presented)

A local organization has offered us a loan; it’s a substantial amount given their size, and therefore they are requesting that their loan status be senior to loans from our members (meaning that if funds are limited their loan would be repaid first).

> Proposal to clarify that the board has authorized the expansion committee to negotiate the terms of loan agreements and further extensions.

Clarifying Questions:

> It would be the same interest rate as the member loan.

> Member loan agreement already says that they are subordinate to some other forms of debt (eg, bank loans always take top priority).

> How many organizations would be given priority over member loans?  This is being handled on a case-by-case basis.  We haven’t begun asking businesses for loans yet.  We wouldn’t automatically give businesses priority over member loan repayment.

Discussion:

> It makes sense that debt to nonmembers would take priority over members, because even though members are only liable for their equity, if the co-op goes under you would lose your equity.

> If we are giving the committee authority over loans, the committee should consult with an attorney if there is any doubt to be fiduciary responsible – accepted as a friendly amendment.

> Recommendation to encourage anyone else who wants to loan a large amount to accept a term of repayment “no fewer than 7 years” so everything doesn’t come due at once.

> It seems like the Finance Committee should be involved to avoid confusion should we reach a point before loans are repaid when the Expansion Committee is dissolved.

> Once Mariposa has a financial policy (currently in progress), this will be superseded.

Proposal, revised:

Where borrowing money for facilities expansion has been authorized by the board or membership the Expansion committee may set the terms of specific loans. If there is any doubt whether a specific agreement possibly being precluded by terms of prior agreements, the committee must consult an attorney.

1 BLOCK

Clarifying Questions/ Discussion:

> Explanation should be given to the members.

> The board and the committee should be able to communicate with the members’ terms of loan(s) and the level of priority.  The nature of this loan, being such a large sum, should be recognized by prioritizing repayment since it makes such a significant contribution to the coop.

> Committees keep minutes, so this process is already transparent to members.

> Membership has already authorized the board’s handling of loan approvals.

> As long as these items are in the minutes, the concerns are addressed.

Re-test for consensus: UNANIMOUSLY APPROVED.

Staff Report (Thomasin presented)

An abbreviated version of the summer report sent to the full membership this month.

Hiring Tyneisha (Thomasin presented)

> Tyneisha’s performance reviews have been glowing; she is enthusiastic, remarkably calm and relaxed, and patiently interacts with members.  She’s a great trainer, teacher, is insightful, and makes great contributions in meetings.  She’s a quick learner, from managing the store to broader concepts of how this organization works.  She’s a hard and dedicated worker.

> Primary area of improvement: at the time of the original review she didn’t have a phone, so it was very hard to get in touch with her.  This was noted and she has since gotten a phone so that is no longer an issue.  Minor things in the store that need more attention were discussed.

Clarifying Questions (addressed to Tyneisha who was present for questioning and directly responded):

> She does want to be permanently hired?  She is very committed and hopes to be here for years.

> Are there things about the job that could make it easier or more comfortable?  People that don’t show up to work shifts is the hardest part.

Proposal to permanently hire Tyneisha: UNANIMOUSLY APPROVED

with one stand-aside: Karen Scholl: Tyneisha is her tenant, so she has a financial interest in Tyneisha’s employment status.

Staff Peer Reviews (Thomasin presented)

>The Staff used a comprehensive peer review process in which all reviewed selves & each other, without other committees intervening.  Areas for improvement were highlighted.  The staff is planning to further discuss and refine this process.

> There have not been any major issues on anyone’s review.  Thomasin is compiling the recent reviews and has noticed that areas recommended to others for improvement were dually self-improvement areas.  A lot of issues from last time did not resurface.

> Peer review comments will be on record in the office.

> The board is supposed to review the collective as a whole. The staff plans to refine peer review process and have second meeting, then evaluate as staff collective, then evaluate operations.

Request for 2 board members to work with Esteban and/ or Thomasin to synthesize the process of the board’s staff collective review.  Saani, Liz and Esteban/ Thomasin will form this initial Personnel Committee.

Clarifying Questions:

> The staff evaluates themselves, but there is no general manager, so the board evaluates the staff collective.

> Does the board want to do a staff collective AND an operations committee review?  The board’s primary interest is in paid employees.

> The Staff are forbidden from participating in the board’s review of the staff collective.

> The Personnel Policy stated that the review would be completed by June 30, that isn’t realistic so we need to change that date tonight.

Proposal: for this year only we are extending the time for reviewing the Staff Collective until September 30, 2010.

Test for consensus: UNANIMOUSLY APPROVED.

Policy Reviews/ Updates

Update on Personnel Policy (Liz presented)

> Still working on the personnel policy [there may have been more said here, but didn't get recorded in minutes - anyone remember?]

Evaluation of supporting outside causes and organization (Liz and Kara presented)

> For review, not to be decided on tonight

Draft Proposal:

Mariposa is committed to building alliances with other organizations and supporting causes both locally and abroad. In general, we are committed to supporting causes and organizations that promote equity, social justice, and community education with regard to co-operative principles. The Board of Delegates will review all requests to support outside causes and organizations and determine whether or not such causes and/or organizations are appropriate to support.

The following policies outline which organizations we may build alliances with, types of causes that are appropriate to support and/or sponsor, and ways in which we may support them. The following list is not exhaustive but illustrates types of causes and organizations that are relevant and/or appropriate to support at Mariposa.

Types of causes and organizations

Causes

§       Legislation that is relevant to the sustainability and growth of food co-operatives

§       Legislation that promotes co-operative business

§       Legislation or petitions promoting sustainable farming methods (locally and abroad)

§       Legislation or petitions on promoting organic products

§       Legislation or petitions on additives, nutrients, and labeling practices of food products

§       Legislation or petitions for fair-trade and equitable labor practices

Local Organizations

§       Local food co-operatives that share similar principles as Mariposa

§       Local farmers and grower co-operatives

§       Local coalitions that promote consumer or user safety

§       Local groups that promote greater accessibility (economically, physically, socially) for Philadelphia residents

§       Local businesses that sell and/or promote locally made products

§       Local universities and/or colleges that promote education and/or programs about small business and co-operative business

National Organizations

§       National food co-operatives (NCGA, NASCO)

International Organizations

§       [list]

Who May Support Organizations and Causes at Mariposa. All members are invited to share information with regard to organizations and causes that interest them to the Board of Delegates. Members may contact their Committee Delegate (if they are on a committee) and At-large Delegates, if they would like Mariposa, as a group, to support and/or sponsor a particular cause or group.

How we will carry out our support. If supporting a cause or group is adopted, the Board of Delegates will function as the collective “spokesperson” for the Co-op and will communicate with an outside organization as the representative of the Co-op. Likewise the Board of Delegates will share information with the membership about opportunities to support causes and other organizations.

Sponsorship. If a cause is adopted and involves a financial contribution on behalf of Mariposa, the Board of Delegates in co-operation with the Finance Committee will review our ability to contribute funds to causes and groups. All contributions and donations to organizations will be itemized in the budget. If a cause involves action beyond signing a petition or writing to local legislation, the Board of Delegates will review such actions and determine if they are suitable. We will not participate in any activities that may potentially endanger any of our members or activities that go beyond reasonable physical activity.

Membership in local, national, and international organizations. Do we have memberships with organizations now? If so, what are they?

All membership dues will be itemized in the budget.

Clarifying Questions:

> Legislation for organizations that support food justice and anti-racism.

> In principle we should support legislation.  However, in the articles of incorporation we are not allowed to support legislation as a 501(c)3.  This will require a change in our bylaws, will involve an attorney, and possibly require a court order.  Anything that has the words “legislation” is a red flag.  Supporting “causes” is probably okay in lieu of “legislation.”

> First paragraph clarifies that the board is the body of the coop reviewing, however it should more openly state that the board “may” review

> Does this have a relationship to the draft for what we allow members to exchange work credit for?

> There is something in the ICA principles about political neutrality; you can’t be alienating in the causes you support, but you can support causes.  We should review the ICA policies and ensure we are in adherence.

> Our mission as a co-op is to support other co-ops.

> We couldn’t campaign for political figures or post signs in the co-op but we could lobby through national organizations individually.

> This may have been based on the work shift proposal, but there are financial reasons that seem to separate these items.  It seems like we should think about the financial reasons, determine the organizations we support, and then link the work shift proposal.

> Where does this fit in to our policies?  There are outside organizations that have requested support of Mariposa.  To build alliances (part of Mariposa’s mission statement) it seemed appropriate to draft a policy on working with outside organizations.  For example, the co-op was contacted by a newspaper reporter wanting to interview staff at Mariposa for an article.  There are no guidelines or protocol on what to do to respond to these sorts of requests from outside agencies.  Should we turn down everyone?  What should we tell people?  The distinction: capital “P” Politics are not okay, but lowercase “p” politics are okay to be involved with.

Expansion/ Restructuring/ FJAR Document Review (Thomasin & Esteban presented)

> Thomasin will hand out a document at the end of the meeting that will help us collectively clarify what we are talking about by “food justice.”  This is a kind of response to a lot of conversations and diversity and contexts of these topics discussed outside of the committee.  Terms and possible solutions to these questions are up for discussion.

> Individual or small group meetings between board members should happen.

> Thomasin will create an elaborate sign-up sheet to facilitate this process of small informal meetings so that everyone engages, everyone feels heard, and the ideas can be synthesized for later group discussion at a board meeting.

> Questions will be postponed until everyone has had a chance to read the document.

Planning for June 27th General Membership Meeting

> What should be on the agenda?

> Are there any proposals that need to be passed by the membership?  There are digestible chunks of bylaws stuff – not as a proposal, but so people are not surprised that we are discussing later possible proposals.

–> Do we want to dissolve the Personnel Committee as a standing committee?

–> Do we want staff to be compensated full time for these meetings?

–> Previous discussion about member storekeeper education or member work shifts?

> Daniel has a whole list of bylaws changes that should be channeled through the membership at some point.  Most of the things on this list are completely uncontroversial things where there’s wording or gender-specific language that should be omitted.  There are some content issues like how quorums should work for general membership meetings, possibly how division of labor among officers works, but these are less critical items.

> Is there a place where proposals live for the membership to look at and review?  Could there be a place for this on the Mariposa website?  The agenda has to be issued beforehand; the full text of proposals does not have to be included, but could be.

> Get input about planning of the new space?

> There are no membership decisions to be made right away which is good since we will probably be less likely to have member quorum at this upcoming meeting.

Time check. Proposal to table the below 3 items and continue discussion through email.  Board members should identify priorities of discussion for the next meeting.  The meeting will be extended 10 minutes.

> Review of Priorities from Board Retreat

> Identifying Short Term & Long Term Priorities

> Setting Actions and Accountability for Priorities

Test for consensus: UNANIMOUSLY PASSED.

(Continuation of Planning Discussion)

> There should be a staff report and annual check-ins for the board and the bylaws.  It is important to check in with the Expansion/ Fundraising/ Restructuring/ FJAR committees.  Other committees (like Education) should be prepared to address member questions that may pertain to expansion.

> Per the bylaws Article 4: The notification of a membership meeting and the agenda must be posted no less than 2 weeks before the meeting.  Since we’re not asking members to make any decisions, and not having the meeting would also be a violation of the bylaws, we will proceed to have the meeting but no decisions will be made.

> Since we’re not making decisions, we should make it a fun meeting with games/ activities in addition to the general reports.

Draft agenda items:

> Approval of October 2009 and March 2010 general membership meeting minutes.

> Annual board and bylaws check-ins (include check-in about the Board retreat).

> Staff report.

> Expansion/ Fundraising/ Restructuring report.

> Financial report.

> FJAR report.

> Group activities.

Meeting adjourned at 8:51pm.

SAVE THESE DATES!

8/10–Fix-A-Flat Clinic at Mariposa, 6PM at Cedar Park!
8/24–Bicycle Cleaning 101 at Mariposa, 6PM at The Woodlands!
****

Mariposa Food Co-op Community Education Series

Our first Bicycle Ambassador workshop, Urban Riding Basics, was a great success! Attendees learned many useful tips on traffic safety and cycling. The next two workshops on flat tire repair and bicycle cleaning will be equally informative. Workshops are free and open to all members and non-members.

Bicycle Ambassador Workshop 2–Fix-A-Flat Clinic
Tuesday, August 10, 2010
6PM-7PM
Location: Cedar Park (between 49th and 50th Streets on Baltimore Avenue)

One of the most useful maintenance skills to develop once you decide to ride is how to fix your own flat tire.  Flats happen and it is less expensive and faster to change your own. Participants are encouraged to bring their own bicycles but it is not required.  Class size varies from 10-15 depending on how many people bring bikes. To RSVP, contact Jakey at jakey@mariposa.coop.

Bicycle Ambassador Workshop 3–Bicycle Cleaning 101
Tuesday, August 24, 2010
6PM-7PM
Location: The Woodlands (Here’s a link to a map with the location of the garden)

Have you ever actually cleaned your bicycle?  All participants are encouraged to bring their bicycles and learn how to clean all of the nooks and crannies.  A clean bike is a happy bike.  Workshop is limited to 10 participants with bicycles. To RSVP, contact Jakey at jakey@mariposa.coop.

For more information about the Bicycle Ambassador Program, visit http://www.bicyclecoalition.org/

Open to all Mariposa members.

Introduction
6:30–6:45PM–Group Activity, Check-ins, Announcements
6:45–6:55PM–Approval of July agenda and June minutes. (All)

Reports
6:55–7:00PM–Finance (Dan O.)
7:00–7:05PM–Expansion/Facilities (Joseph M.)
7:05–7:25PM–Education and Training (Peter)

Discussion/possible proposal for Rules of Order training

Scheduling a meeting process and facilitation training for early September

7:25–7:35PM–Expansion Action Plan (Thomasin, Tyrone, Esteban)
7:35–7:55PM–Restructuring (Peter)

Review and status of membership policy

Discussion of membership policy

Planning
7:55–8:05PM–Identifying Short Term and Long Term Priorities from Board Retreat (All)
8:05–8:25PM–Actionables/Action Steps/Scheduling

Planning for September General Membership Meeting

Identifying and gathering bylaws for membership approval

Additional activities

8:25–8:30PM–Evaluation of Meeting and Adjournment