Updated effective March 2012
1. Board of Directors' Relationship to Members
The ownership of this cooperative includes all persons and associations who have purchased a member share in the business. The board obtains its authority from and represents these member-owners. The relationship with member-owners is the board's primary relationship and the board is responsible for maintaining this relationship. The board has fiduciary and legal responsibility to the member-owners.
A. Because the board represents the member-owners, it should work to understand the needs, opinions, and values of the members and shall use this understanding in making decisions that further the purposes of the Co-op as stated in the Articles of Incorporation and By-laws.
B. The board's work in understanding member needs, opinions and values may be facilitated by:
* Open member forums
* Utilization of member, customer, and community surveys
* Evaluation of member demand and use of co-op services.
* Board participation in co-op sponsored community events
* Focus groups
* Reviewing reports in the media
C. The board shall regularly report to the members on its activities and decisions. This reporting shall include regular coverage in the news letter and postings on bulletin boards at all business locations. Copies of the minutes of all open board meetings shall be available at each business location and on the Co-op's website.
2. Governing Style
As representatives of the organization's member-owners, the board sets the strategic long-range direction of the organization and hires a general manager to move the organization in that direction. Ultimately the board is accountable for all organization activities. The board focuses on the definition of the organization's mission: strategic leadership more than administrative detail; distinction of board and staff roles; and proactivity rather than reactivity. The board is responsible for the quality of its performance and will work continuously to improve it.
In this spirit the board will:
A. Focus chiefly on intended long term impact, not on the operational means of attaining the desired ends.
B. Direct, control and inspire the organization through the careful establishment of organizational values and perspectives.
C. Enforce upon itself the discipline necessary to govern with excellence. Discipline will apply to attendance, policy making, and faithful execution of individual duties and fiduciary responsibility. Each board member, upon joining the board, shall sign the board’s Code of Ethics.*
E. Monitor and regularly discuss the board's own process and performance.
F. Monitor the progress of the organization in meeting its goals.
G. On an annual basis the board will review and sign a Code of Ethics document.
3. Member Forums
A. At every regular or special meeting of the board, a member open forum shall be included on the agenda. Individuals who are not members of the co-op may speak at this forum at the discretion of the board.
B. At any regular or special board meeting, any member may address the board on the matter under discussion.
C. The board may convene additional member forums as they find necessary. Such forums are unofficial meetings of the membership, and as such, in accordance with the Bylaws, no decisions may be made at such forums. The board shall determine the best means of notifying members of forums held outside of regular or special meetings.
4. Review of Articles of Incorporation, By-laws, and Policies
The board shall annually review the Articles of Incorporation, Bylaws, and Board Policies for accuracy, applicability, and completeness.
The board of directors shall engage an outside professional to review the Articles of Incorporation, Bylaws, and board policies if it is deemed necessary by a majority of the board.
5. Board Meetings and Attendance
At or before the annual board retreat, the new board shall establish the regular meeting schedule for the upcoming year. The meeting dates shall be documented in the board minutes. The president shall ensure that all board members are notified of the meeting location and start time prior to any scheduled board meeting.
In addition to the regular board meetings, the board may schedule additional special meetings as necessary throughout the year. The president shall ensure that all board members are informed of the time, date, and location of any special board meeting.
Regular meetings shall follow this schedule:
7 meetings per year plus annual member meeting in early November
January – New board’s first meeting; 1st half financial results
-- MSM: Wages and benefits
March – MSM: Local Foods, Fair Pricing
May – Adoption of budget for next fiscal year; approval of election timetable
July – End of year financial results; 401K approval
-- MSM: Environmental and Social responsibility
September – Presentation of audited financial results and approval of audit
-- MSM: Education and Outreach
-- Executive session: GM evaluation and bonus determination
October – 1st quarter financial results
-- MSM: Cooperatively owned business serving the needs of the members (the member survey is the tool to monitor this)
-- Executive session: GM evaluation and goals
December – Old board’s last meeting; election of officers for new board
MSM = Mission Statement Monitoring reports by GM
In the months in which no meeting is scheduled, if issues arise or members wish to address the board, the president may at his/her discretion schedule a special meeting on the usual meeting date of the 3rd Wednesday of the month; this special meeting must be announced at least 10 days prior to the meeting so that people can plan to attend.
Proxy votes shall not be used; a board member must be present at the board meeting in order to vote.
Members who wish to address the board on an item that is not on the agenda, are invited to do so during the Member Open Forum. Any member who wishes to speak should raise a hand and wait to be recognized by the board chair. Members who speak should state full name and member number and limit comments to approximately 5 minutes. If a member believes 5 minutes is not enough, he/she may consult the board chair in advance of the meeting to determine if additional time may be scheduled into the meeting.
In the same manner, members may be recognized by the chair to provide input and ask questions regarding any item on the meeting agenda at the time the board is discussing that item. In the event that consideration of a particular agenda item becomes lengthy or disruptive, the Board reserves the right to limit discussion to Board Members only.
The board shall schedule its annual board retreat after the regular November annual members’ meeting and before the end of the fiscal year.
6. Minutes Policy
The Board should exercise caution when reporting, in the minutes of a board meeting, allegations or accusations raised during that meeting that could have damaging effects on another party, such as a New Pioneer supplier, member, or employee. Names and details of such allegations should, in general, be omitted from the minutes. Nothing in this policy, however, should be construed to limit the reporting of public criticism of suppliers or of the performance of New Pioneer board members or employees in their New Pioneer roles. Audio recordings of all regular board meetings, including executive meetings, are made by the secretary for the purpose of aiding the secretary in reporting minutes. All audio recordings are the exclusive property of the Co-op — no recordings are made for personal use of any kind. At the end of each year, the Board will donate all recordings to the State Historical Society with the following stipulation on the release of recordings:
1. Recordings of Open Meetings are made available to the public immediately upon donation.
2. Recordings of Executive Sessions are sealed and unavailable to the public for twenty years after the meeting date, but are available to sitting board members.
Written minutes shall be donated to the Historical Society and sealed for 10 years from date of document creation.
7. Board Committees and Work Assignments
Appointments to board committees (and work assignments) shall be made by the president and announced at the first board meeting of the new year. The president will make appointments and assignments only after conferring individually with each member of the new board.
8. Standing Committees
Planning Committee: vice president (chair), president, general manager, one management team member, and one member or more from the general membership as appropriate (appointed by chair).
Responsibilities: annually summarize accomplishments and goals; and plan for any repairs/alterations/expansion of physical facilities.
Governance Committee: Two board members, one of whom serves as chair and is not up for reelection and one of whom is the board secretary, and other members as the chair may choose.
Responsibilities: initiate the annual review of articles, bylaws, and board policies; oversee board elections; coordinate planning for annual retreat; and orient new board members.
Finance Committee: treasurer (chair), general manager, accounting manager, one other board member, and one member or more from the general membership (appointed by treasurer).
Responsibilities: preview quarterly statements and annual budget and make recommendations to the board.
1. The financial statements and internal financial/accounting controls shall be audited at the end of each fiscal year by a certified public accounting (audit) firm.
2. An audit committee of the board of directors shall select the audit firm. The audit committee is a subcommittee of the board of directors. It shall include the board treasurer as chairperson, all board members on the finance committee, and the general manager in an ex officio capacity. In addition, the president of the board can at her/his discretion add additional board members to the committee. The general manager or chairperson may ask any member of the general management team to attend a meeting of the audit committee.
3. The audit committee at its discretion, and specifically in the case of a new auditor, shall meet with at least the lead auditor of those who will be conducting the audit (i.e., the senior/mgr.), and it shall meet every year at the conclusion of the audit before the results of the audit are reported to the full board by the senior or partner in charge. At the discretion of the chairperson the partner in charge of the audit may also be asked to attend either of these meetings. Other meetings during the audit or calendar year may be called by the treasurer (chair) and two other board members appointed by the board president.
4. No investments of over $250,000 shall be made without the majority of the full board’s consent. (Nov. 16 ’10 exec.sess.).
Management Relations: board member (chair), president.
Responsibilities: set goals and monitor progress of general manager; advise and assist board in conducting evaluation of general manager; monitor the employee personnel manual.
Member Relations Committee: board member (chair), marketing manager, member services director, one or more members from the general membership (as appointed by chair).
Responsibilities: Coordinates mechanisms to gather member opinions to foster continual and meaningful communication within the organization among members, staff, and the board of directors; to develop outreach programs encouraging the joining of new members, and to encourage the participation of existing members. Monitors and solicits member opinions through sources including board meeting open forums; The Catalyst and its Member Open Forum; member emails; the New Pioneer web site and blogs; shopper comment board; member, customer and community surveys; input from Member Services staff; Member Services educational events and programs; and other mechanisms as identified by the committee. The Member Relations Catalyst subcommittee including the committee chair, the member services manager, and marketing manager will review open forum submissions to ensure compliance with the Open Forum guidelines.
Catalyst Member Open Forum Guidelines:
Limit comments to 500 words.
No personal attacks.
No libel, no slander.
No obscenity or profanity.
No criticisms of board candidates.
No late submissions will be accepted.
Confirm emailed member open forum pieces with a phone call.
Spelling and punctuation subject to correction. Errors of fact will be corrected in a short Editor's note, if the submission's author does not do so after being informed of the error(s).
All open forum letters meeting the above guidelines, and submitted by the deadline will be printed. In the event that the committee deems that there are too many letters to be printed in the Catalyst, limiting the number of letters to be printed in the Catalyst will be at the discretion of the board, by majority vote. The letters to be printed in that case will be printed on a first-submitted, first-printed basis.
9. Officer Job Assignments in addition to those listed in 7.2 of the By-laws
Works with general manager to prepare agendas for meetings
Gives board report at member meetings
Serves as liaison between board and legal counsel
Member of Management Relations and Planning committees
Prepares board calendar
Acts as liaison with community
Chair of Planning Committee
Replaces President as necessary
Maintains board records and files
Maintains written board policies
Insures By-laws and Articles of Incorporation are current and on file with Iowa Secretary of State
Chair of Finance Committee
Assures maintenance of financial records
Initiates audit or review of books
Gives financial report at the annual meeting
With Finance Committee, prepares the annual budget
10. Directors' compensation and gifts policy
Board members shall each receive $250 each month.
All changes of board compensation to be considered by the board must be put on the agenda and be voted upon in 2 consecutive meetings.
The individual members of the board shall not accept gifts or gratuities of any monetary value from any Co-op member, employee, supplier, other board member, individual, or group, where such gifts or gratuities could reasonably be construed as an attempt to influence their attitudes or behavior in matters involving the co-op.
11. Board Evaluation
The board will evaluate its performance at its annual retreat in regard to adherence to its policies, furtherance of the mission statement and purposes of the Co-op, and accomplishment of the annual goals it has set for itself. The governance committee shall be responsible for distributing the materials to be used in this evaluation.
12. Hiring and Evaluation of General Manager
A. At such time it is announced that the position of General Manager is being vacated, it shall be the responsibility of the president to appoint a hiring committee consisting of the president (or a member of the management relations committee), one other board member, one management team member, one non-management staff member, and one individual from the general membership.
This committee shall:
1) Solicit and review applications,
2) Interview candidates,
3) Present information on the most qualified candidates to the board, and
4) Make recommendations to the board.
The board shall then agree, by two-thirds vote, to hire one of the applicants for the position of general manager.
B. The general manager serves at the will of the board.
C. The board shall evaluate the job performance of the General Manager annually and prior to renewal of the General Manager's contract. This annual evaluation shall include a review of the General Manager's performance in relation to the job description. The results of any evaluation shall be communicated in writing to the General Manager.
13. Donations and Loans
Food or cash donations by the Co-op shall only be made to non-profit, non-partisan organizations. No food or funds shall be given to private individuals or candidates for public office.
The board may maintain a revolving loan fund, not to exceed a set annual amount, for non-profit, non-partisan community organizations. Any loans granted under this fund shall be for less than twelve months and with no interest charges.
After the end of the fiscal year and but at least one month before the annual retreat, board members will receive a list of the year's donations and the donation guidelines for review at the retreat, to ensure that donations are being made in accordance with the co-op's governing documents (Articles of Incorporation and By-laws) and member wishes.
A. Affordable Food Policy
New Pioneer strives to provide wholesome food to members and the community at competitive prices. The Cooperative will work to ensure that a variety of basic and staple items is available at prices that individuals and families of modest means can afford. Specialty and high-margin items may be used to offset the lower margins assigned to New Pioneer's affordable food basket. New Pioneer will work to inform members and the community of this policy and of the availability of affordable, wholesome food through its promotional and advertising efforts. These efforts will benefit from the input from members and employees.
B. Marketing policy
New Pioneer will strive to be known among its members and in the community as the area's best provider of local, organic and natural foods at fair prices. New Pioneer's marketing strategy will foster awareness of the full range of products available in New Pioneer stores, from basic staples at competitive prices to specialty items available nowhere else; New Pioneer's support of local producers and consumer education, and its advocacy for sustainable food systems; and New Pioneer's cooperative structure.
15. Mailing List
The membership (mailing) list of the co-op is confidential. The co-op may use the list as required by law for meeting notices or any other legal business. Additionally, the board may grant use of (but not access to) the mailing list for the following purposes:
A. Candidates campaigning for election to the board of directors.
B. Members who desire to communicate with other members about matters pertaining to affairs of the Co-op.
C. Any other use the board deems fit, but only by a three-quarters vote of the board at a regular or special meeting.
D. Except where mailings are required by law, all costs incurred in using the mailing list shall be borne by those requesting such use.
* Code of Ethics
Board of Directors (BOD) for New Pioneer Cooperative Society (NPC):
Conflict of interest
BOD members shall not engage in activities which represent a material or perceived conflict of interest with their roles in NPC, or which take advantage of inside information that is proprietary to NPC. Further, as provided in Section 5.6 of the Bylaws, “Directors shall be under an affirmative duty to disclose their actual or potential conflicts of interest in any matter under consideration by the Board. Unless requested otherwise by majority vote of the other Board members, they must absent themselves from deliberation or decision on the matter; a Director who is an employee of the Cooperative may not serve as a Board officer.” Directors who are employees are subject to additional limitations as set forth in Section 5.6 of the Bylaws.
BOD members shall not provide or negotiate to provide business or professional services to NPC when doing so would create a conflict of interest, and BOD members shall not be paid for providing business or professional services to NPC.
Gifts and use of resources
As stated in Item 10 in Board Policies, “the individual members of the board shall not accept gifts or gratuities of any monetary value from any Co-op member, employee, supplier, other board member, individual, or group, where such gifts or gratuities could reasonably be construed as an attempt to influence their attitudes or behavior in matters involving the co-op.”
BOD members shall not make use of NPC resources for private purposes, unless expressly authorized to do so by the BOD. BOD members shall not purchase from NPC any real estate or personal property having substantial value, without a majority vote from the remainder of the BOD.
BOD members shall protect any confidential information obtained through their NPC employment or affiliation from anyone within or outside NPC not intended to receive such information. All issues related to personnel, real estate, market strategy and goals, pending litigation, and details of NPC’s financial status will be considered sensitive issues subject to confidentiality unless or until the disclosure is approved by the Board as a whole.
Each director's authority is equal only to the rights and authority of any individual Member of the cooperative except when the Board is in formal meeting and except for officers of the Board when carrying out their duties as determined by the Bylaws. No individual director may take action on behalf of the Cooperative alone unless explicitly delegated that authority by action of the Board or the Bylaws, and no individual director has any particular rights to information not made available to all directors.
No BOD member shall apply for a Staff position or consulting contract with NPC without first discussing the proposed application with the BOD and reaching agreement with the BOD and General Manager as to whether and how to proceed.
Any violation of this code of ethics is grounds for disciplinary action, including the calling of a vote of the membership for possible removal from the board as set forth in Article IV, Section 5 of the Articles of Incorporation. Considerations of, and decision regarding, ethical violations shall be the responsibility of the entire BOD. A decision regarding the presence of a violation, and the separate decision regarding any associated sanction shall be made by a ¾ vote of the BOD, excluding the director(s) alleged to have violated the Code of Ethics.