Appendix

B-GM Monitoring Calendar and GP 7 –
Board Monitoring Calendar

January

EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report
GP 6 – Board Member Nominating Process

February

EL 2 – Financial Condition and Performance: quarterly GM report to the Board
EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report

March

GP 8 – HCCF: Annual report of the GM to the Board
EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report

April

EL 2 – Financial Condition and Performance: quarterly GM report to the Board
EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report
B-GM 1 – Unity of Control
GP 1 – GP 4 & GP 7 – GP 9

May

EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report
B-GM 2 – Accountability of the GM

June

EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report
B-GM 3 – Delegation to the GM

July

EL 2 – Financial Condition and Performance: quarterly GM report to the Board
EL 4 – Treatment of Customers: internal report by GM, as part of GM evaluation
EL 5 – Treatment of Staff: internal report of GM to the Board as part of GM evaluation
EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report
EL 7 – Communication and Counsel to the Board: as part of GM evaluation
B-GM 4 – Monitoring the GM

August

EL 6 – Compensation and Benefits: annual internal report of the GM to the Board
EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report

September

EL 3 – Asset Protection: annual report of GM to the Board
EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report

October

EL 2 – Financial Condition and Performance: quarterly GM report to the Board
EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report

November

EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report
GP 5 – President’s Role

December

EL 1 – Planning: Annual review of proposed budget and business plan
EL 7 – Communication and Counsel to the Board: by acceptance of the GM’s report

Statement of Cooperative Identity

The International Cooperative Alliance, established in 1895, is considered to be the final authority for defining cooperatives and the principles by which they operate. The organization has made three formal statements of cooperative principles over the past 100 years in an effort to keep them relevant to the contemporary world. At its 100th anniversary meeting in September, 1995 in Manchester, England, the Alliance adopted the following “Statement of Cooperative Identity.”

Definition

A cooperative is an autonomous association of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly-owned and democratically controlled enterprise.

Values

Cooperatives are based on the values of self-help, self-responsibility, democracy, equality, equity, and solidarity. In the tradition of their founders, cooperative members believe in the ethical values of honesty, openness, social responsibility, and caring for others.
h4. Principles

The cooperative principles are guidelines by which cooperatives put their values into practice.

Voluntary and Open Membership — Cooperatives are voluntary organizations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political, or religious discrimination.
Democratic Member Control — Cooperatives are democratic organizations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary cooperatives members have equal voting rights (one member, one vote), and cooperatives at other levels are also organized in a democratic manner.
Member Economic Participation — Members contribute equitably to, and democratically control, the capital of their cooperative. At least part of that capital is usually the common property of the cooperative. Members usually receive limited compensation, if any, on capital subscribed as a condition of membership. Members allocate surpluses for any of the following purposes: developing their cooperative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the cooperative; and supporting other activities approved by the membership.
Autonomy and Independence — Cooperatives are autonomous, self-help organizations controlled by their members. If they enter into agreements with other organizations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their cooperative autonomy.
Education, Training and Information — Cooperatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their cooperatives. They inform the general public – particularly young people and opinion leaders – about the nature and benefits of cooperation.
Cooperation Among Cooperatives* — Cooperatives serve their members most effectively and strengthen the cooperative movement by working together through local, national, regional, and international structures.
Concern for Community — Cooperatives work for the sustainable development of their communities, through policies approved by their members.

Cooperative Community Fund Sponsor Participation Contract

Co-op Name Hanover Consumer Co-op

Address 45 South Park Street, Hanover, NH 03755

Telephone # 603-643-2667 Fax # 603-643-1836

Contact Name Helen M. Daisey or Steve Maker
E-mail Helen@coopfoodstore.com
Web page Coopfoodstore.coop

Co-op Initial donation amount:

$5,000

Hanover Consumer (Co-op sponsor) will establish our own local Cooperative Community Fund as a separate fund administered within Twin Pines Cooperative Foundation (TPCF). This fund will be titled:

Hanover Cooperative Community Fund.

TPCF will match up to a maximum of $5,000 dollar for dollar to the fund for non-California Funds and $10,000 for California Funds. The TPCF match is only available through December 31, 2000 for non–California Co-ops and December 31, 2001 for California Co-ops.

Hanover Consumer Co-op agrees to commit at least $10,000 of our own co-op funds within the next five years to our Cooperative Community Fund.

We agree to commit to a goal of building our Cooperative Community Fund to a minimum of $50,000 at the end of the first five years.

Hanover Consumer Co-op agrees to develop a local Trustee Advisory Committee. This group will have the responsibility of looking at the ways to increase donations and conduct fundraising from the local cooperative and the local community. In addition, the Trustees would advise the Board of Directors of TPCF.

We would like TPCF to disburse the donations based upon documentation from us. Preferably on an annual basis, but no more than quarterly we will provide, in writing, information to TPCF as to whom we recommend donations from our fund go to (including names, address and amounts of money to be donated.) TPCF will send checks to these recipients within one week of receiving information from the co-op.

By signing this agreement, we agree to the following Program details:

Each sponsor Co-op will establish their Cooperative Community Fund as a separate fund administered within TPCF.
TPCF has set aside $125,000 of our resources to develop a matching fund program to support this initiative. $100,000 will target co-ops in California and $25,000 to match Sponsor Co-ops outside of California. This money would be available until December 31, 2001.
TPCF commits to matching on a dollar for dollar basis every dollar contributed to the fund by the Sponsor Co-ops. The maximum amount contributed to each AC member co-op Community Fund would be $10,000. The maximum amount contributed to other co-op participants would be $5,000.
Each participating AC Member Co-op would commit at least $10,000 to their Cooperative Community Fund to also match the contributions of their members. Smaller AC co-ops would be allowed to start with a commitment of $1,000. The co-op can take up to 5 years to reach the match. Each AC Member Co-op would commit to a goal of building the Cooperative Community Fund to a minimum of $50,000 at the end of the first five years.
Each Cooperative will nominate a person to sit on the CCF Advisory Committee to Twin Pines. Twin Pines will host two meetings per year for this group, either through teleconference or meetings at CCMA.
Fiscal year end is October 31. Whatever funds are in the account by this date, times interest money earned is what is credited to the sponsor coop’s account for the following year. Prior to January 1st each year, TPCF will provide written notification to Sponsor Co-op about the funds available for each year.
TPCF will provide marketing materials that can be tailored for use by the individual co-ops in their local community. The sponsor co-op is responsible for the reproduction costs. We also understand that we will need to provide staff and marketing of our own to make our fund grow.
Each sponsor co-op provides a quarter page ad and editorial space in its newsletter to highlight the activities of the local sponsor co-op’s CCF activities. Twice a year, TPCF is permitted to provide copy for the ad space that highlights the national work of the CCF’s and TPCF. On its part, TPCF will develop a WEB page for the CCF program with a section for each Sponsor Co-ops.

TPCF Fund Investment Policy:

All funds will be invested in Certificates of Deposit until the overall fund balance reaches $500,000. A lower cap amount may be decided upon by the Advisory Committee and suggested to the Twin Pines Board.

Once the overall funds reach this specified balance, we will offer two different investment programs. One will continue to be the fixed income Certificate of Deposit program, now called the “Fixed Income Program,” the other a fund that may invest in other options, now called the “Investment Fund Program.”

A third party fund manager will be chosen to manage the Investment Funds Program. Any costs associated with the management of this fund will be deducted from the investment fund.

In the Fixed Income Program, TPCF will invest money in Certificate of Deposits in Credit Unions, local banks, NCB Savings and other insured financial institutions. The Twin Pines Cooperative Foundation will be in a position to invest in Jumbo CD’s to gain the highest interest rates available. We anticipate that jumbo yields earned by TPCF for the overall funds would be up to 1% higher.

Any changes in the existing investment policy would need a 2/3-majority vote by both the TPCF board and the Advisory Committee. Once the funds are split, a new voting policy will be adopted.

Twin Pines Cooperative Foundation would also be in a position to develop a program to raise funds from other foundations, donors and the natural foods industry. As a result, fundraising expenses would be lower as they would be spread among the funds. On the other hand, income from fundraising would be spread proportionately among the funds, allowing the funders and contributors to know that their name would be seen in a number of localities and among the 100,000 families who shop at the participating Sponsor Co-ops.

Administrative Fees:

Twin Pines has agreed to staff the complete non profit activity of the Cooperative Community Fund program, the accounting and reporting, the bank accounts and co-ordination among the local efforts.

The check stub or receipt issued locally shall be used by the individual for their tax deduction. However, when requested, TPCF will provide confirmation of eligible donations. The Twin Pines Executive Director will be available to answer questions and guide each of the local co-ops in their process. Twin Pines will generate printed materials, regular newsletter stories and leaflet copy to be modified by the local co-op. None of this work will have to be done by the local co-op. To achieve brand recognition all Sponsor Co-ops agree to call their program ___________ Cooperative Community Fund (you choose your own first name), use the same CCF logo and presentation materials.

Each Sponsor Co-op will choose at what level of activity they wish to have their staff support development of the local Cooperative Community Fund. We see much of the work being rote after the set up of the systems. For example if the co-op adopts a change in the paperwork of the share withdrawal form it then becomes a bookkeeping transaction. If the co-op conducts a Quarterly Community Roundup then that it does that at the cash register. We have designed the program to build upon existing co-op activities that provide a simple mechanism for the customer/member to make the contribution.

To recover a portion of its costs and overhead, Twin Pines Cooperative Foundation would receive an annual sum as follows:

Cooperative Community Fund Sponsors: _ of 1% for Sponsor Fund levels below $50,000, 1% for Sponsor Fund levels about $50,000.
In either case, the first year of participation is free. No fee will be assessed until the second time the fund passes October 31.
Twin Pines will document on our financial statements those costs directly associated to CCF program.
Twin Pines will carry Directors & Officers Liability insurance throughout the life of this program.

Fund Community Donations: From the annual net income of each of the local funds donations should generally be made proportionally in the following four categories of activity:

Category Examples of Donations

Environment Environmental projects/Recycling/Alternative Transportation
Community Health Care/Social Service/Service Groups/Community Events
Food & Hunger Alternative Agriculture/Organic Farming/Food Banks
Cooperatives Co-op organizations/Co-op Development/Co-op Funds/Co-op Education

In the Co-op category, the Sponsor Co-ops could assign all or part of the interest from its co-op category to the establishment and funding of a local Cooperative Development Fund.
Funds could only be disbursed to groups, which are tax exempt 501©3 organizations or meeting eligible social welfare objectives. To uphold TPCF’s tax status, funds cannot be provided to groups engaged in political, lobbying or ineligible activities.

TPCF sponsorship of other eligible non-profit programs:

TPCF would be willing to adopt/sponsor other programs your co-op may be interested in setting up through a 501©3 organization. The fees and nature of other projects will be arrived at on an individual basis.

Transfer and separation issues:

A co-op sponsor can request to terminate their program with Twin Pines as long as the following parameter are met:

The transfer of funds would have to be to another 501-C-3 entity (which agrees to continue CCF program) and pass all legal requirements by the IRS non-profit tax codes.
Twin Pines would deduct 1% of the co-ops total fund balance for each year of participation for administration costs that Twin Pines subsidized throughout the life of the program.
Twin Pines would deduct any contribution it made to the funds and/or any contributions it secured through third party entities. This deduction would be for principal only – not interest earned on these funds.

___________________________________
Authorized Signature Printed Name

___________________________________
Date

New Director Orientation

Purpose of the Board

The purpose of the Board is oversight, setting policy and strategic planning (see the Board of Directors Job Description). We help each other out by reminding ourselves that meeting time should not be taken up with discussion of operational issues, which are the purview of the GM and staff.

All Board members represent the entire membership; there is no factional representation. In particular, staff Directors do not represent the staff; like other Directors, they represent all members.

Legal Liability

Directors are legally liable. We carry Directors and Officers (D&O) insurance on the Directors.

Directors hold the organizational assets in trust for the membership, who own the Co-op; we have a fiduciary responsibility.

The Board Administrator

Rosemary Fifield 643-2667 ×3707 fax 448-3208
The Board Administrator issues the agenda and the Board packet, takes the minutes, and generally keeps things running.

Mailbox

The Administrator maintains a mailbox for each Board member. Remember to check it regularly!

Email

All board members are expected to have and use email. It is a critical way for us to maintain contact between meetings; to agree on the agenda; and to receive the Board packet.

Meeting schedules and attendance

Hanover Co-op Community Fund: 1st Monday, 1:30 p.m.
Board: 3rd Wednesday, 5:30 p.m.
Board members are expected to attend nearly every Board meeting; we limit absences.
Board members are expected to chair, vice-chair, and serve on one or more committees. New members do not chair committees.
People are welcome to attend any committee meeting, whether they are on the committee or not.

CCMA

New Board Members are strongly encouraged to attend the annual Consumer Cooperative Management Association conference, at the Co-op’s expense. It is a tremendous way to connect with other co-ops around the country, to understand the broader co-op movement, and to participate in discussion and learning about the issues of the day. An excellent time to attend is after you have been a Director for a year. CCMA takes place in June.

Board of Directors Meetings

Agenda

The agenda for each meeting is put together by the President. Each month, the Board Administrator e-mails all Board members with a request for agenda items to be sent to the President. Board members respond quickly with agenda item requests, who will present the item, a description, an estimate of importance, and a time estimate. The President constructs the agenda, which then appears in the Board packet. The agenda is open to change at the beginning of each meeting.

Board Packet

The Board packet contains the agenda, the minutes of the last meeting, the Policy Governance Monitoring Reports and other items needed for the meeting or for general information. It contains all background items for Board discussions; we minimize handouts at the meeting, because there is no time to absorb them.

This packet is a major tool for keeping meetings short and focused: we all read the items carefully before each meeting. Some items are included to provide a common basis for discussion; otherwise we do not review the contents except to ask and answer questions.

As with the agenda, the Board Administrator e-mails us requesting items for the Board packet in advance of the meeting. We send electronic documents if at all possible. The final packet is emailed to everyone several days before the Board meeting. It is sent as a single PDF file; normally, each person prints it out. If that is difficult some month, ask the Board Administrator for a paper copy.

Minutes of the meetings

The minutes are an official record of the meetings. They are also posted on the Co-op’s web site. In view of this, we review the last meeting’s minutes before each meeting, e-mail the Board Administrator any significant corrections, then during the meeting we correct them and approve the corrected minutes by vote.

Open Session Begins at 5:30 p.m.

The meeting includes a dinner catered by the Prepared Foods Department.

A typical agenda includes:

Introduce the guests.
Review the agenda; make changes as necessary.
Follow up on action items (this reminds us to deal with them).

The Consent agenda

Contains the minutes and the Policy Governance monitoring reports, which we have all read in advance. We accept short questions, then approve everything in one vote (the “consent”). If an item needs discussion, we move it from the Consent agenda into the main meeting agenda.

Policy issues

Discussion and determination of policies that govern the organization.

Member Linkage issues

Issues around understanding and communicating with our members.

Board Process

Issues relating to the way the Board does its work.

Wrap up

Anything to Communicate to Members? (this reminds us of our communication responsibility)

Anything to find out from Members? (this helps us record questions)
Next month’s agenda

Action Items (we ensure that each action item is recorded).

Monitoring Reports Due Next Meeting (this notifies us of upcoming reports).

Meeting Assessment (we continuously improve our meetings).

Executive session

Executive session is needed when issues come up which involve personnel or real estate transactions, or otherwise require confidentiality. Staff Directors attend unless there is a specific reason not to. Management Team members attend at the discretion of the Board.

Monitoring Report Guidelines

Approved 4/16/03

GP 8: HCCF Advisory Committee Report

The monitoring report should present the disbursement recommendations, including:

Organizations
Amounts
What percentage of the total donation if going to each organization
Which Co-op giving priorities the donation meets
A list of organizations that have applied but were denied, and a brief explanation as to why they were denied

GP 8: HCCF Finance Committee Report

The monitoring report should include:

A cash flow statement, including
1. Beginning and ending balance
2. Expenses
3. Total contributions for the year (e.g. donations, matching gifts)
4. Total investment performance: income (loss) for the year ( e.g. interest, dividends, capital gains), including the annual rate of return
The historical contributions and investment performance
The TPCF’s overall fund performance
1. Number of organizations participating
2. Total invested
3. Total growth
4. Other information the Board should know
Progress on action items from previous year
New action item recommendations for the coming year

Appendix 1: Procedure for GM Monitoring Reports

Approved 6/18/03

Distribution: Monitoring reports (labeled monitoring, dated, and author identified) are included in the Board’s meeting packet. Packets are distributed to all Board members in advance of the meeting. Board members read monitoring reports in advance of meeting.
Read: Board members read the reports to prepare for Board action, examining the report to determine:
1. If the report meets reporting criteria. (See criteria for monitoring reports)
2. If the GM’s interpretation is reasonable.
3. If the data is adequate to support report’s conclusion.
4. If the report shows compliance with the Board’s policy. (If not in compliance, Board members consider the severity, implications and trends to prepare for discussion at the Board meeting.)
Board Action: The Board President calls for a motion for Board action for each monitoring report and its conclusions. Options include:
1. Accepted. The report shows evidence that the GM has operated according to policy.
2. Accepted with acknowledgement of non-compliance. The report shows non-compliance in one or more provision. The Board finds the General Manager’s rationale for the non-compliance understandable and plan for future compliance acceptable. Note: Boards may accept without discussion a monitoring report that indicates non-compliance, as long as directors are satisfied with the reported explanation and corrective action.
3. Accepted with acknowledgement of need to revise policy. The Board accepts the GM’s report but wants to revise policy (either in cases of compliance or non-compliance). The report may show non-compliance in one or more provision for which the GM suggests a policy change. The Board may find the General Manager’s rationale for the non-compliance acceptable and therefore, the Board wants to revise policy at a later date. The Policy changes are encouraged but are unrelated to the formal monitoring process. If a director has ideas for changing policy as a result of a monitoring report, separate agenda time can be requested to discuss the policy, or the director can prepare a proposal to update a policy.
4. Accepted with consequences. The report shows an unreasonable interpretation or noncompliance for which the Board finds that consequences are needed. The Board considers the severity, the implications and the trend and then determines appropriate consequences, using one or more of the following options.
  1. The Board finds the GM’s interpretation unreasonable and asks the GM to revise.
  2. The Board requests additional, follow-up monitoring.
  3. The Board changes the monitoring schedule.
  4. The Board finds the GM’s performance needing improvement.
  5. The Board finds the GM’s performance unacceptable.
5. Not accepted. The Board requests additional information or revised report within a specified time. For example: a missing report, an incomplete report, a confusing report, inadequate data to support conclusions, or inadequate information to understand the GM’s interpretation.
6. Questions: Directors are strongly encouraged to ask the General Manager questions about the reports before the meeting or during breaks, to help optimize usage of the full board’s time. Questions to help the Board understand the report and/or determine Board action are appropriate for the Board meeting.
Minutes: The meeting minutes document the Board’s receipt of and action regarding monitoring reports. Minutes create a clear paper trail that demonstrates the Boards due diligence in monitoring organizational performance. Example: “The board voted unanimously to accept ‘Policy Monitoring Report B6 Asset Protection 6/31/03’ prepared by the General Manager and its conclusions.”
Update check sheet. Monitoring check sheet is updated with new information.

Comments: Board determines what (if any) comments should be entered into the annual summary check sheet.

Member Services/Board Calendar

Month	Activity	Responsible Party
January	“Meet the Board”/Co-op “civics” meeting for prospective candidates	Nominating Committee
	Preliminary discussion of proposed Board candidates	Nominating Committee
	Invite potential candidates to Board meeting	Nominating Committee
	Assign Annual Meeting planning duties	Board
	Call for nominees on posters in stores	Education Director
	Call for nominees for Nan King Award in Co-op News and in stores	Education Director
February	Finalize slate of candidates	Nominating Committee
	Approve Board Candidates at meeting	Board
	Approve Auditor’s Report at meeting	Board
	Designate recipients of HCCF Funds	Board
	Details of Annual Meeting to Co-op News editor for March issue	Annual Meeting Committee
	Candidate statements and photos to Co-op News editor	Nominating Committee
	Survey for ballot backs (if any) to Co-op News editor	Board
	Publish 30-day warning of voting	Education Director
	Distribute March Co-op News to all members	Education Director
March	Allen and Nan King Award Nominations due	Education Director
	Choose recipient of Allen and Nan King Award	Board
	Board Annual Review of Year due (Annual Report)	Board President or designee
	Treasurer’s Report due (Annual Report)	Board Treasurer or CFO
	Publish Election Issue/Annual Report	Education Director
	Distribute Election Issue/Annual Report to arrive at opening of voting period	Education Director
March/April	Open voting period	Board
April	Annual Meeting within voting period	Board
April/May	Close voting period	Board
	Count ballots	Nominating Committee
	Announce winners	Education Director
May	New Board members attend meeting/orientation	Board
	Choose officers	Board
	Distribution of patronage refund	Accounting
	Begin drive for contribution of patronage refund to HCCF	Education Director
June	Begin work on proposed bylaw changes (if any)	Bylaw Committee
July
August
September
October	Choose Nominating Committee	Board
November	Begin nomination process	Nominating Committee
	Call for nominees in Co-op News Education Director
December	Choose date for Annual Meeting and Voting Period	Board
	Survey with ballot? If yes, begin creation of survey questions.	Board
	Plan an evening meeting for potential board candidates	Nominating Committee

Mission, Business Philosophy

Mission Statement

Approved 3/17/99

Our mission is to:

Provide the Upper Valley’s best selection of high-quality goods and services at fair prices.
Deliver outstanding customer service through a friendly, knowledgeable staff.
Serve our community as a responsible corporate citizen and a trustworthy resource on nutrition, consumer, and environmental issues.
Promote the cooperative principles and spirit.

The Co-op’s Business Philosophy is to:

Manage the business as a cooperative enterprise involving members, employees, and the communities it serves;
Commit itself to honest pricing, high ethical standards, and sound financial management;
Provide equal opportunity, fair compensation, and a safe, supportive work environment;
Practice corporate good citizenship and participate in community affairs;
Promote cooperation within the Co-op and join with others to support cooperation worldwide.

Bylaws

Style Guide for this document

Updates

When a change is made that will affect the Table of Contents, update it by selecting it, right-clicking, and selecting “Update Field.”

This is a structured document. The levels of headings are important to make the Table of Contents work (it shows the first two levels, Headings 1 & 2). Use the saved styles as follows:

Heading 1 – Global policy titles (“EL Global – Executive Constraint”), titles of introduction and appendix
Heading 2 – Individual policy titles (“EL 1 – Treatment of Customers”)
Heading 3 – Next level down where needed (but not sub-policies like “EL 1.1”)
Heading 4 – Further level down where needed
Body Text – All policy body text, including numbers (“EL 1.1” and deeper)
Body Emphasized – Approval/Amendment dates (“Approved 1/1/02”) and monitoring statements
Header – text in the headers
Footer – text in the footers

Naming

Use “Co-op” as the name.
“Board” is capitalized except when used as an adjective.
Use “GM” for the General Manager.

Usage

Use the serial comma. In a sentence with a list of three or more items, use a comma just before the “and” or “or”. In this example, it’s the comma after “lunch”: “The GM will not fail to walk to work, take his lunch, or arrive on time.”

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The Co-op Food Stores

B-GM Monitoring Calendar and GP 7 – Board Monitoring Calendar