Access to healthy, locally grown, organic, and Fair Trade foods and goods;
A community marketplace where all are welcome;
A vibrant example of the Cooperative Values and Principles;
A gathering place for collaboration about healthy lifestyles, sustainability, alternative living, and community building.
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
2.1 – Treatment of Customers
The GM shall be responsive to customer needs, including providing appropriate confidentiality.
The GM shall:
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
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:
Operate with written policies that:
Provide for fair and thorough handling of grievances, including outside mediation
Are accessible and provided to all
Cover common emergency situations
Ensure that adequate training is provided to all employees
Conduct a third-party employee survey on a regular basis, not to exceed 4 years between surveys
Provide channels for staff input and participation in decisions regarding how their work is done
Provide adequate documentation, security and retention of personnel records and all personnel related decisions
Establish compensation and benefits that are internally equitable
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:
Provide reasonable sales growth
Generate an adequate net income from operations
Notify the Board or Finance Committee no later than the next Board meeting of any outstandingtrade payables that exceed 60 days
Not acquire, encumber, or dispose of real estate without prior Board approval
File tax payments and other government‐ordered payments and/or filings on time and accurately
Make timely payment of contracts, payroll, loans and other financial obligations
Use restricted funds only for their intended purpose
Maintain adequate and GAAP compliant financial records
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:
Is consistent with the Board’s Ends statements
Avoids financial jeopardy
Is derived from a multi‐year plan
The GM’s budget and plan shall:
Provide credible information including, but not limited to:
Projection of revenues and expenses
Projection of owner investment and return
Separation of capital and operational items
Projection of cash flow
Disclosure of planning assumptions
A marketing plan
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:
Adequately maintaining and insuring equipment, inventory, and facilities
Coverage for any losses incurred due to business interruption
Avoid exposing the organization, the Board, or the staff to liability claims
Maintaining sufficient liability insurance
Providing adequate security of premises and property
Investing or holding operating capital in secure instruments
Allowing only authorized personnel to material funds
Safeguarding data, intellectual property, and files from loss, theft or significant damage, including improper use of owners’ and other customers’ personal information
Purchasing subject to conflicts of interest, unless specifically authorized by the Board
Gaining Board approval for non-retail contracts over $10,000
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:
Ensure that all Owners meet the Board-determined owner equity requirements
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
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:
Inform all owners, in a timely manner, of any changes to the Bylaws, as well as their rights and responsibilities
Inform owners of Board election results and maintain an updated Board roster on the Co-op website
Provide adequate information and notice to owners concerning Board actions, meetings, activities and events
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:
Submitting monitoring reports that are timely, accurate, quantifiable, and meaningful
Reporting any actual or anticipated non-compliance with any policy of the Board in a timely manner
Informing the Board of relevant trends, public events of the co-op or internal and external changes
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
Treating all Board members equitably and fairly
Providing the Board with sufficient resources and administration to support annual governance activities and Board communication between directors, committees and owners
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.
The GM shall work with the appropriate Board authorized person(s) and committees to achieve the goals of the organization
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
The GM may assign any appropriate staff person to exercise the GM’s authority consistent with the role and responsibilities of any authorized committee
The President and GM shall establish a schedule for regular communication that occurs at least once every two weeks
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.
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
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.
The Board acquires monitoring information by one or more of three methods:
By internal report, in which the GM discloses interpretations and compliance information to the Board;
By external report, in which an external, disinterested third party selected by the Board assesses compliance with policies;
By direct Board inspection, in which a designated director or directors assess compliance with the appropriate policy criteria.
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.
The GM is compliant with a policy if he/she presents a reasonable interpretation and adequate data that demonstrate accomplishment of the interpretation.
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.
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.
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:
Creating and sustaining a meaningful relationship with owners
Hiring, compensating, delegating responsibility to and holding accountable a General Manager
Establishing written governing policies that address the broadest levels of organizational decisions and situations, becoming more detailed only as necessary
Monitoring operational and Board performance in the areas of 3.0 and 4.0
Recruitment and development for current and future directors
Development of annual calendar and Board budget
4.2 – Board Calendar Planning
The Board follows an annual calendar that:
Completes a review of Ends policies
Runs in line with Deep Roots Market fiscal year
Ownership meetings and other linkage events
Board meeting dates
Board orientation, training, and retreat schedules
GM monitoring and Evaluation as outlined in 3.4
Board self-evaluation schedule
Deadlines for any notices or correspondence that must be sent out to the owners
Approval of its expenditure projection for the next fiscal year no later than October
4.3 – Officers’ Roles
All Officer responsibilities are delineated in the Bylaws Article 7, “Officers.”
(See the Appendix for suggested Officer Roles.)
4.4 – Director’s Code of Conduct
Directors commit themselves to ethical and lawful conduct.
Every director is responsible to follow the Standards of Conduct as per the Bylaws article 4 section 4.7, “Standards of conduct”
Director conflict of interests are addressed in the Bylaws Article 4 section 4.8, “Conflicts of Interest”
Directors may not attempt to exercise individual authority over the organization
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
Directors respect the confidentiality appropriate to issues of a sensitive nature and must continue to honor confidentiality after leaving Board service
Directors support the legitimacy and authority of the Board’s decision on any matter, regardless of the director’s personal position on the issue
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.”
Suggested Roles for Officers:
Prepare meeting agendas.
Assemble and disseminate the meeting packets.
Follow up on "action items” from each meeting.
Coordinate the activities of the Board.
Oversee the Board’s annual calendar.This includes, but is not limited to scheduling IMRs, the Board’s annual retreat, the annual owners’ meeting, evaluating the General Manager (GM), and submitting the Board’s budget for the coming year.
Maintain ongoing communications with the GM; typically a weekly conversation, either in person or on the phone.
Keeping the full Board informed of relevant matters in-between the regular Board meetings.
Deliver a report of activities of the Board to the annual meeting of owners.
Maintaining a registry of current Board members, including contact info and when each term expires.
Ensuring that the yearly election of new Directors is properly planned and implemented.
Overseeing the filling of any Board vacancies that occur during the year.
Maintain ongoing communication with outside Board advisors, if any.
In general, make sure the Board is fulfilling its responsibilities and effectively performing its duties.
Just as the GM is expected to have an emergency succession plan, it's prudent for the Board to have one as well. The Vice President is the logical person to fill this role.
For the Vice President to be ready to step in for the President when needed as stated in the Bylaws, the following role is envisioned for the VP:
Be copied by the President on Board related e-mails to keep him/her up-to-date on issues the President is in the middle of. The VP doesn't need to necessarily read them all as they come in, but will have them for reference to go back and check should the VP need to step in.
Occasionally attend meetings with the Pres., whether they are in person or by phone or Internet. This might include participating in 1 meeting a month with the GM, plus other meetings that might come up with the NCG, the landlords, or whoever.
Chair at least two Board meetings a year.
Give the President input on meeting agendas. This could be every few months, though it might be every month depending on how quickly the VP can respond to e-mails.
Head up the GM’s annual evaluation.
Assist with presentations at the Annual Owners Meeting.
Help with the Orientation of new Directors.
Be responsible for overseeing Board continuity.
Process for Filling a Vacated Board Seat:
Weeks 0-2 - Send out announcements to all owners about vacated positions via newsletter, in store, and online. In announcement, state that we will be looking for candidates for 2 weeks.
Week 3 - Collect application from applicants.
Week 4 - Nomination Committee reviews applications and sets up interviews.