Policy Governance Register

Deep Roots Market

Updated February 2019


Table of Contents


1. Ends

1.0 – Ends Statement

2. Executive Limitations

2.0 – Global Executive Constraint

2.1 – Treatment of Customers

2.2 – Staff Treatment and Compensation

2.3 – Financial Condition and Activities

2.4 – Business Planning and Financial Budgeting

2.5 – Asset Protection

2.6 – Emergency GM Succession

2.7 – Owner Rights and Responsibilities

2.8 – Communication to Owners

2.9 – Communication and Support to the Board

3. Board/Management Relationship

3.1 – Unity of Control

3.2 – Accountability of the GM

3.3 – Delegation to the GM

3.4 – Monitoring GM Performance

4. Board Governance Process

4.0 – Global Governance Commitment

4.1 – Board Responsibilities

4.2 – Board Calendar Planning

4.3 – Officer’s Roles

4.4 – Director’s Code of Conduct

4.5 – Board Committees

4.6 – Board Meetings

1. Ends

1.0 – Ends Statement


Deep Roots Market is a member-owned cooperative dedicated to the principle that by working together and pooling our resources we can provide our community with:


  1. Reasonably priced food and products with an emphasis on healthy, locally grown, organic, and fairly traded goods

  2. A welcoming community marketplace

  3. A workplace community where cooperative values are modeled

  4. A cooperative that strives to be environmentally sensitive

  5. Relevant information about food and related products, the environment, and the Cooperative Values and Principles

  6. Reasonable access to participation in the cooperative

2. Executive Limitations

These are policies that limit the latitude the GM may exercise in choosing the organizational means. These policies are developed systematically from the broadest, most general level to more defined levels. The Board never prescribes organizational means delegated to the GM.

2.0 – Global Executive Constraint

The GM shall not cause or allow any practice, activity, decision or organizational circumstance that is unlawful, imprudent or in violation of:

  • Commonly accepted business practices consistent with triple bottom line

  • Professional ethics

  • Cooperative principles

2.1 – Treatment of Customers

The GM shall be responsive to customer needs, including providing appropriate confidentiality.


The GM shall:

  1. Operate with a system for soliciting and considering customer opinion regarding preferences, product requests, customer service and value of shopping the co-op, including but not limited to an annual survey

  2. Provide a shopping experience that is welcoming, safe, accessible, and non-discriminatory

2.2 – Staff Treatment and Compensation

The GM shall treat or compensate staff, volunteers or consultants in a way that is non-discriminatory, fair, safe and transparent.


The GM shall:

  1. Operate with written policies that:

    1. Clarify rules

    2. Provide for fair and thorough handling of grievances, including outside mediation

    3. Are accessible and provided to all

    4. Cover common emergency situations

  2. Ensure that adequate training is provided to all employees

  3. Conduct a third-party employee survey on a regular basis, not to exceed 4 years between surveys

  4. Provide channels for staff input and participation in decisions regarding how their work is done

  5. Provide adequate documentation, security and retention of personnel records and all personnel related decisions

  6. Establish compensation and benefits that are internally equitable

  7. Not change her/his own compensation and/or benefits, without the express consent of the Board.

2.3 – Financial Condition and Activities

With respect to the actual, ongoing financial conditions and performance, the GM shall not cause or allow fiscal jeopardy or compromise Board Ends policies.


The GM shall:

  1. Provide reasonable sales growth

  2. Generate an adequate net income from operations

  3. Maintain liquidity

  4. Maintain solvency

  5. Notify the Board or Finance Committee no later than the next Board meeting of any outstanding  trade payables that exceed 60 days

  6. Not acquire, encumber, or dispose of real estate without prior Board approval

  7. File tax payments and other government‐ordered payments and/or filings on time and accurately

  8. Make timely payment of contracts, payroll, loans and other financial obligations

  9. Use restricted funds only for their intended purpose

  10. Maintain adequate and GAAP compliant financial records

  11. Inform the Board about the percentage of Patronage Dividends needed to minimize the payment of federal and state taxes

2.4 – Business Planning and Financial Budgeting

The GM shall annually provide a budget and business plan for each fiscal year that:

  1. Is consistent with the Board’s Ends statements

  2. Avoids financial jeopardy

  3. Is derived from a multi‐year plan


The GM’s budget and plan shall:

  1. Provide credible information including, but not limited to:

    1. Projection of revenues and expenses

    2. Projection of owner investment and return

    3. Separation of capital and operational items

    4. Projection of cash flow

    5. Disclosure of planning assumptions

    6. A marketing plan

  2. Be feasible

  3. Incorporate the Board's expenditure projections into the annual budget in a fiscally responsible manner

2.5 – Asset Protection

The GM shall protect all assets which include, but are not limited to:

  1. Adequately maintaining and insuring equipment, inventory, and facilities

  2. Coverage for any losses incurred due to business interruption

  3. Avoid exposing the organization, the Board, or the staff to liability claims

  4. Maintaining sufficient liability insurance

  5. Providing adequate security of premises and property

  6. Investing or holding operating capital in secure instruments

  7. Allowing only authorized personnel to material funds

  8. Safeguarding data, intellectual property, and files from loss, theft or significant damage, including improper use of owners’ and other customers’ personal information

  9. Purchasing subject to conflicts of interest, unless specifically authorized by the Board

  10. Gaining Board approval for non-retail contracts over $10,000

  11. Changing the organization’s name without Board consent

2.6 – Emergency GM Succession

The GM shall operate with a succession plan that includes at least one other manager sufficiently familiar with Board and GM issues and processes to enable him/her to take over with reasonable proficiency as an interim successor.

2.7 – Owner Rights and Responsibilities

The GM shall ensure that shareholders are informed or are provided access to their rights and responsibilities as owners of the co-op.


The GM shall:

  1. Ensure that all Owners meet the Board-determined owner equity requirements

  2. Implement a patronage dividend system that allows the Board to examine a range of options and implications to make a timely determination each year concerning how much, if any, of the co-op’s net profit will be allocated and distributed to owners

  3. Make financial statements available in accordance with the Bylaws article II section 2.6, “Access to Information.”

2.8 – Communications to Owners

The GM shall:

  1. Inform all owners, in a timely manner, of any changes to the Bylaws, as well as their rights and responsibilities

  2. Inform owners of Board election results and maintain an updated Board roster on the Co-op website

  3. Provide adequate information and notice to owners concerning Board actions, meetings, activities and events

  4. Ensure that all owners have a means of communicating directly to the Board

2.9 – Communication and Support to the Board

The GM shall support the Board and keep them informed of any pertinent information pertaining to its work. This includes, but is not limited to:

  1. Submitting monitoring reports that are timely, accurate, quantifiable, and meaningful

  2. Reporting any actual or anticipated non-compliance with any policy of the Board in a timely manner

  3. Informing the Board of relevant trends, public events of the co-op or internal and external changes

  4. Informing the Board if he/she believes the Board is not in compliance with its own policies, including 3.0 Board-Management Relations and 4.0 Governance Process

  5. Treating all Board members equitably and fairly

  6. Providing the Board with sufficient resources and administration to support annual governance activities and Board communication between directors, committees and owners

  7. Ensuring the most up to date copies of this register are readily available to the Board and owners

3. Board/Management Relationship

3.1 – Unity of Control

Only officially passed motions of the Board are binding on the GM.

  1. The GM shall work with the appropriate Board authorized person(s) and committees to achieve the goals of the organization

  2. No officer, individual, or director, has any authority to supervise or direct the GM unless given that authority by the Board for a specific and time-limited purpose

  3. The GM may assign any appropriate staff person to exercise the GM’s authority consistent with the role and responsibilities of any authorized committee

  4. The President and GM shall establish a schedule for regular communication that occurs at least once every two weeks

  5. The President, Vice-President and Secretary shall be copied on all official Board and committee communications with the GM or their assigned representative


3.2 – Accountability of the GM

The GM is the Board’s only link to operational achievement and conduct. The GM is accountable to the Board for the performance of the organization and staff consistent with agreed upon metrics and performance goals.

3.3 – Delegation to the GM

The Board delegates authority to the GM through the Bylaws, written Ends, and Executive Limitations policies.

  1. As long as the GM uses a reasonable interpretation of the Board’s policies, he/she is authorized to establish further policies, practices and plans for the Cooperative

  2. The Board may change the policies, but gives the GM sufficient time to adjust accordingly for future reporting

3.4 – Monitoring GM Performance

The Board monitors GM job performance for compliance with board policies on 1.0 Ends, 2.0 Executive Limitations, and any other directives issued by the Board.

  1. The Board acquires monitoring information by one or more of three methods:

    1. By internal report, in which the GM discloses interpretations and compliance information to the Board;

    2. By external report, in which an external, disinterested third party selected by the Board assesses compliance with policies;

    3. By direct Board inspection, in which a designated director or directors assess compliance with the appropriate policy criteria.

  2. The standard for compliance shall be any reasonable GM interpretation (as described by operational definitions and metrics) of the Board policy being monitored. The Board is the final arbiter.

  3. The GM is compliant with a policy if he/she presents a reasonable interpretation and adequate data that demonstrate accomplishment of the interpretation.

  4. The Board monitors all policies that instruct the GM. The Board can monitor any policy at any time by any method, but will ordinarily follow the schedule as outlined in the Board Annual Calendar.

  5. The Board’s annual evaluation of the GM, based on a summary of monitoring reports received from January through December, will be completed during February of the following year. The Board will make its decisions concerning the evaluation and the employment contract no later than the end of March, thus completing the compensation process.

  6. Board action on all reports will be recorded in the meeting minutes.

4. Board Governance Process

4.0 – Global Governance Commitment

Acting on behalf of the owners, the Board of Directors ensures that Deep Roots Market operates in accordance with the Bylaws, legal requirements and this policy governance register.

4.1 – Board Responsibilities

The Board’s authority and accountability is tied to those who legally own the organization, the Owners of Deep Roots Market. The Board’s duties shall include, but not be limited to:

  1. Creating and sustaining a meaningful relationship with owners

  2. Hiring, compensating, delegating responsibility to and holding accountable a General Manager

  3. Establishing written governing policies that address the broadest levels of organizational decisions and situations, becoming more detailed only as necessary

  4. Monitoring operational and Board performance in the areas of 3.0 and 4.0

  5. Recruitment and development for current and future directors

  6. Development of annual calendar and Board budget

4.2 – Board Calendar Planning

The Board follows an annual calendar that:

  1. Completes a review of Ends policies

  2. Runs in line with Deep Roots Market fiscal year

  3. Includes:

  1. Ownership meetings and other linkage events

  2. Board meeting dates

  3. Board orientation, training, and retreat schedules

  4. GM monitoring and Evaluation as outlined in 3.4

  5. Board self-evaluation schedule

  6. Deadlines for any notices or correspondence that must be sent out to the owners

  7. Approval of its expenditure projection for the next fiscal year no later than October


4.3 – Officer’s Roles

All Officer responsibilities are delineated in the Bylaws Article 7, “Officers.”

4.4 – Director’s Code of Conduct

Directors commit themselves to ethical and lawful conduct.

  1. Every director is responsible to follow the Standards of Conduct as per the Bylaws article 4 section 4.7, “Standards of conduct”

  2. Director conflict of interests are addressed in the Bylaws Article 4 section 4.8, “Conflicts of Interest”

  3. Directors may not attempt to exercise individual authority over the organization

  4. When interacting with the public, the press or other entities, directors must recognize the same limitation and the inability of any one director to speak for the Board except to repeat explicitly stated Board decisions

  5. Directors respect the confidentiality appropriate to issues of a sensitive nature and must continue to honor confidentiality after leaving Board service

  6. Directors support the legitimacy and authority of the Board’s decision on any matter, regardless of the director’s personal position on the issue

  7. Any director who does not follow the code of conduct policy shall resign from the Board if requested to do so by a 3/4 majority vote of the remaining Board

4.5 – Board Committees

Committees shall be in accordance with the Bylaws article 6, “Committees.”

4.6 – Board Meetings

Board meetings shall be in accordance with the Bylaws article 5, “Meetings of the Board.”