Election Information Packet March 2017 Sacramento Natural Foods Co-op

Election Information Packet March 2017 Sacramento Natural Foods Co-op

Table of Contents Welcome Letter from the Board Candidate Development And Nominating Committee. 1 General Election Schedule 2 Board Member Job Description & Preparedness 4 Candidate Application Instructions 8 Campaign Rules for Candidates and Measure Supporters and Opponents. 9 Putting a Measure on the Ballot... 10 Declaration of Candidacy and Director s Code of Conduct Form... 12

Sacramento Natural Foods Co-op 2820 R Street Sacramento, CA 95816 March 2017 Thank you for your interest in running for the SNFC Board of Directors. With a brand new, amazing store, and new leadership, our store is moving forward in exciting ways. Now, we re searching for dedicated and qualified owners to help lead us into that bright future. This Election Information Packet provides an overview of what a Co-op owner needs to know as a candidate, as well as the expectations and requirements of serving on the Board of Directors. We encourage you to review this material carefully as you decide whether serving on the Board is a challenge you would like to undertake. Serving on the Board is a serious responsibility that requires a commitment of both time and energy. But it is also tremendously rewarding, giving you an opportunity to engage in the governance of our co-op, and help serve our mission and member-owners. The best way to learn more about joining the board will be to join us for an information session on April 18th at 6:00 PM in the Co-op s conference room. You can also reach out to me directly with any questions you might have at mphillips@sacfoodcoop.com, and I d encourage you to do so! After reading these materials, should you decide not to run for the Board, there are other opportunities to serve your Co-op. We have several committees, including our Policy Committee, Education Committee, and Finance Committee, that are open to owners to advise the Board. More information and an application form are available on the Co-op website. Again, thank you for your interest in serving your fellow Co-op owners through joining the Board of Directors. Mike Phillips Chair Board Candidate Development and Nominating Committee Sacramento Natural Foods Co-op 1

SNFC General Election Schedule for 2017 Quarterly Owner Meeting Meeting where measures may be submitted from the floor for that year s general election ballot. (All proposed measures must be certified by the Board.) Mar. 11 April 18 May 2 May 23 Election Information packet due from Board Candidate Developments and Nominating Committee (BCDNC) and made available in-store and online. Candidates must be current in their Fair Share investment by this date to run. Interested in Running for the Board Forum, 6:00 pm in the Co-op Conference Room. (Tuesday) Last regular meeting for Board to propose a ballot measure. Last day for owners to submit petition signatures to submit a ballot measure. Last day to hold a special membership meeting (quorum of 100 owners required) to submit a ballot measure (notice must be mailed to owners 20-90 days prior). May 23 Candidate Statement of Interest and Qualification form due for owners seeking recommendation for nomination by the BCDNC. Prior to June 6 the Committee will interview all those who return forms by the May 23 deadline. June 6 June 17 July 8 July 15 July 22 Board must certify all measures for the ballot. BCDNC recommends candidates to the Board for nomination. Quarterly Owner Meeting Candidates nominated by Board are introduced. Candidates and owners seeking nomination by petition may begin campaigning. Election countdown begins. Ballot measures are posted. Petitions to run are due for candidates seeking nomination by petition. Declaration of Candidacy and Code of Conduct forms are due for all candidates. Candidate statements and photos are due. Arguments (pro and con) on ballot measures are due. 2

July 24 Aug. 1 Aug. 5 Aug. 7 Aug. 19 Sept. 9 Arguments posted unless corrections for accuracy are needed, then arguments posted July 29. Election Forum (Meet the Candidates Night) Quarterly Owner Meeting following the Board Meeting (discussion of ballot measures included). Owners must be current in their fair share investment on this date to vote in the 2017 Election. Rebuttals on measure arguments are due. Rebuttals posted unless corrections for accuracy are needed, then arguments posted on August 12. Deadline for ballot packets mailed bulk mail to owners who were current in fair share investment on August 1 and replacement packets available at the store s customer service desk. Last day to vote. Election countdown ends. Sept. 14 Last day to accept mailed ballots postmarked by Sept. 9. Sept. 16 Oct. 3 Ballots must be counted and results verified. Election results are reported to the Board President, Board Administrator and posted in store and on website ASAP. Last day to file a challenge to the election. Election Committee reports election results at Board meeting. New directors are installed and take their seats. 3

Board Member Job Description & Preparation The SNFC is led by a seven member Board of Directors who are elected from among their fellow member-owners to serve three-year terms. The Board governs the affairs of the SNFC using a Policy Governance model. Members may serve up to three consecutive three-year terms on the Board. Each year, two or three seats are up for election. ELIGIBILITY: Only individuals who have been active members of the SNFC for six months before Election Day are eligible to serve on the Board. An active member is a member who is current on his or her payments toward the $300 fair share membership. Household shoppers are not eligible to serve on the Board. Only one SNFC staff member may serve on the Board at any given time. Family or household members of a sitting SNFC Board member are not eligible to run for the Board. Reference: SNFC Bylaws Section 8.01. GENERAL RESPONSIBILITIES: The Board of Directors as a whole is responsible for ensuring that the cooperative produces benefit and value to its member-owners while avoiding unacceptable actions and situations. Each director has a fiduciary responsibility to the membership to act in an informed and prudent manner, and may be held personally liable if she/he does not do so. Each director is required to be honest, loyal, and prudent, and can be sued for any dishonesty, disloyalty, or negligence. Each director has a duty to: Represent the membership at large and to act in the membership s best interests Direct the affairs of the organization to move toward achievement of objectives established in the Global Ends Policy References: SNFC Board of Director s Policies Section C.; SNFC Bylaws Section 8 SPECIFIC RESPONSIBILITIES OF THE BOARD AS A WHOLE: 1. Create and sustain a transparent and accountable relationship with member-owners. 2. Hire, compensate, delegate responsibility to, and hold accountable a General Manager. 3. Have expectations in the form of written governing policies that realistically address the broadest levels of all organizational decisions and situations. We will write these policies in the form of Ends, Executive Limitations, Board Process, and Board-Management Relationship, as described in the Policy Governance principles. 4. Assign responsibility in a way that honors our commitment to empowerment, and provides clear distinction of roles. 5. Regularly monitor operational performance in the areas of Ends and Executive Limitations, and Board performance in the areas of Board Process and Board- Management Relationship. 6. Perpetuate the Board s leadership capacity using ongoing education, training and recruitment. References: SNFC Board of Director s Policies Section C. 4

SPECIFIC RESPONSIBILTITIES OF INDIVIDUAL DIRECTORS: 1. Understand the basics of Policy Governance, the Board s accepted Governance Policies, and the seven Co-operative Principles. 2. Become familiar with the Co-op s Bylaws, SNFC Vision, Values & Goals, strategic plan, and financial statements. 3. Prepare for and attend all Board Meetings, Member Meetings, Executive Sessions, and Special Meetings. 4. Attend Board Retreats and/ or special training sessions and conferences. 5. Serve on at least one Board committee. 6. Cultivate a respect for other Board members to ensure the best functioning of the Board. References: SNFC Board of Director s Policies Section C. ETHICS: 1. Demonstrate unconflicted loyalty to the interests of the Co-op s member-owners. 2. Maintain confidentiality. 3. Avoid conflicts of interest. 4. Don t intervene directly in the workings of the store. If there is an operational issue, bring it to the Executive. 5. Don t undermine the authority of the Board as a whole by taking actions counter to those approved by the Board. 6. Don t use Board member status to gain special privileges. References: SNFC Board of Director s Policies Section C.5. TIME COMMITMENT: Board Meetings: The Board currently meets the 1st Tuesday of each month. Directors receive the meeting packet a few days ahead of time and are expected to review it and be prepared with questions or comments. While it is acceptable to miss an occasional meeting, directors can be dismissed for missing more than three meetings in a six month period. Committee Meetings: Each director serves on at least one Board committee. Frequency varies widely depending on the committee and task. Board Retreats, Training, and Special Meetings: The Board occasionally meets for planning, training and information-gathering. In addition, Board directors may have the opportunity to attend conferences. Quarterly Membership Meetings: Board members are expected to attend the four quarterly meetings held each year. The agenda typically includes a short business meeting and an educational or social event. References: SNFC Bylaws Sections 7 and 8.03; SNFC Board of Director s Policies Section C. 5

COMPENSATION: In recognition of the unique legal, fiscal, and planning responsibilities assumed by members who serve on the Board of Directors, SNFC pays a stipend on a quarterly basis to each director. The Board president receives $650 per quarter, the vice president and secretary each receive $525, and the other directors each receive $400. In addition, Board directors receive the staff Co-op discount while they are on the Board. Reference: SNFC Board of Director s Policies Section C.8. REQUIRED READING: 1. About the Co-op Purpose, Vision, Values & Goals (sacfood.coop/about-us/) 2. Co-operative Principles (sacfood.coop/about-us/) 3. SNFC s official documents (sacfood.coop/bod-page/) a. By-laws b. Board of Directors Governance Policies REQUIRED EVENTS: Attend at least one meeting of the Board of Directors to understand the process of the Board and see how it works. The meeting agenda is posted in the store and on the website prior to the meeting and available at the meeting. HELPFUL KNOWLEDGE, EXPERIENCE AND SKILLS FOR BOARD CANDIDATES: The principles of Policy Governance Knowledge of cooperative philosophy and movement Board-level policy development and decision-making experience Previous experience on a board of directors, such as a community organization or business Leadership, facilitation and meeting management skills Executive personnel management skills (the Board of Directors hires and supervises the General Manager) Understanding and experience of business financial statements, budgets and profitability assessments Understanding of the Board of Directors role and responsibilities within the leadership and governance structure of the cooperative Understanding of the roles and responsibilities of an individual Board member Ability to respect diverse viewpoints Willingness and ability to give a substantial amount of time to the job of director RECOMMENDED READING: Read the minutes of monthly Board of Directors meetings (available on the website under the Board of Directors Section. ) Read the FORK, the Co-op s quarterly publication, available in the store and on the website. Read background information on food co-ops and their governance and activities at such sites as www.policygovernance.com, www.cooperativegrocer.coop, www.ncba.coop, www.cdsconsulting.coop, and www.community.coop. 6

RECOMMENDED EVENTS: Attend the Interested in Running for the Board Forum hosted by the Board Candidate Development and Nominating Committee on April 18th at 6:00 p.m. in the Co-op Conference Room. Attend the Quarterly Owner Meeting on June 17. Candidates recommended by the Board Candidate Development and Nominating Committee for nomination by the Board of Directors will be introduced at the meeting. Attend Meet the Candidates Night Election Forum on August 1 in the Co-op Community Learning Center. CONTACTS: For SNFC business information and related materials, contact the Board Administrator at boardadmin@sacfoodcoop.com. For questions about the board candidate nomination process, contact the BCDNC Chair Mike Phillips at mphillips@sacfoodcoop.com. 7

CANDIDATE APPLICATION INSTRUCTIONS These are instructions on how to become a candidate for the 2017 Board Election. For further details, please refer to the Board Member Job Description and 2017 Election Schedule located in this Packet, the SNFC Bylaws and the SNFC Election Code (available on the website s Board of Directors Section ). Submitting Required Materials: Some of these steps involve turning in materials at the store by specified dates. When this is required, please either: Leave candidacy materials in an envelope labeled: For: Board Administrator Election Materials and From: [your name and phone number], and description of contents] at the Customer Service Desk. Email the Board Administrator (boardadmin@sacfoodcoop.com) to let the administrator know you have left material at the Customer Service Desk. Email materials to the Board Administrator (board-admin@sacfoodcoop.com). Complete the nomination process by one of the following methods: To be recommended by the Board Candidate Development and Nominating Committee (BCDNC) for nomination by the Board of Directors, submit a completed Declaration of Candidacy and Code of Conduct form by Tuesday, May 23 by 11:00 p.m. The Committee will then contact you to schedule a time to discuss your interest and qualifications, as well as questions you may have about Board service, before the June Quarterly Owner meeting. Following that discussion, if you are still interested in nomination and the BCDNC approves, the committee chair will sign the form and you will be presented to the Board of Directors as a BCDNC recommended nominee at the Board meeting in June. To petition for candidacy, submit petitions for candidacy by Saturday, July 15 by 11:00 p.m. by email or leave the materials at the Customer Service Desk as explained above. An owner who petitions to be on the ballot must turn in her/his petitions with signatures of 3% of owners who are current in their fair share investment on this date. Contact the Board Administrator to obtain a copy of the approved petition form. The BCDNC may schedule times during July to meet with petition-nominated candidates to discuss their interest and qualifications, as well as questions they may have about Board service. Submit Candidate Statement and Photograph by Saturday, July 15 by 11:00 p.m. Each candidate must prepare a statement of his/her position to be included in the ballot and posted in the store and on the website. Candidate statements must be no more than 275 words, not including the title ( Candidate Statement of (name) ), and must be submitted in computergenerated form (preferably a Word document) by e-mail to board-admin@sacfoodcoop.com. Please attach a photograph or arrange to have a photo taken by our staff. Contact the board administrator for details on this procedure. Participate in the Meet the Candidate s Night Election Forum at the Quarterly Owner Meeting on Tuesday, August 1 at 7:00p.m. Every candidate will be given an equal opportunity to make a brief statement and respond to a set of questions made available in advance, as well as those asked by owners. Ballot measures will also be discussed at this event. 8

CAMPAIGN RULES Candidates and Measure Supporters and Opponents Campaigns shall be run according to the following guidelines: Campaigning is defined as promotion or other discussion of any candidate, measure, or recall petition; distribution of any material regarding a candidate or measure; or collection of signatures on a petition for a candidate, measure, or recall. Each candidate or measure supporter or opponent is responsible for the conduct of her/his campaign. No campaigning of any kind shall begin before the dates set on the General Election Schedule. All election-related materials posted in the store shall be posted only by the BCDNC, Election Committee members or authorized staff. Campaigning may not be conducted within the store or during any function of the cooperative, unless the function, or a portion of the function, is designed specifically to allow member discussion of candidates or measures. Campaigning outside the store must take place within designated areas only, and according to the Tabling Rules (see below). No listing of names, telephone numbers, email or addresses shall be supplied by the SNFC to any individual for the purposes of campaigning. The Election Committee is responsible for determining if violation of authorized campaign practices has occurred. The Committee may disqualify from the ballot a candidate who has violated these practices. The Committee may disqualify from further campaigning on store premises or at authorized SNFC election functions a supporter or opponent of a ballot measure who has violated these practices. TABLING RULES Candidates and Measure Supporters and Opponents Only candidates shall be allowed to table. No representatives of candidates can table. Proponents/ opponents of ballot measures who wish to table must provide their names to the Board Administrator before the first day of campaigning begins. No more than 3 proponents/ opponents can table at any one time. Campaigners will be required to sign up in advance to table. Please contact the Board Administrator for details at board-admin@sacfoodcoop.com. Time periods for tabling can be scheduled for a maximum of 3 hours. 9

Putting a Measure on the Ballot This is general information for SNFC owners interested in putting a measure on the ballot for a vote of the membership. Any owner attempting this process should consult the SNFC Bylaws and Election Code for more detail, as well as the General Election Schedule. What is a Measure? A measure is a question or statement put on the ballot of an SNFC election to be voted upon by all the owners of the Co-op. It may be something new (an initiative) or a response to something that has already occurred (a referendum). A ballot measure is the only way to change the SNFC Bylaws. In addition, a measure may be an advisory survey (e.g., not binding, but intended to take the pulse of the membership for Board consideration). Measures that would change the Bylaws require a 2/3 majority of those who voted to pass. All other measures require a simple majority to pass. In general, measures are included on the ballot in the annual General Election, which takes place in the fall. Only the Board may declare a special or emergency election to deal with an issue outside that time frame. Due to the expense, this is done only when necessary. All measures must be reviewed by the SNFC Policy Committee to make sure that they do not conflict with California or Federal law, the existing Bylaws or the Cooperative Principles. How to Get a Measure on the Ballot 1. A petition stating the action requested signed by ten percent (10%) of the membership is received by the Board Secretary. Petitions must be received by May 23, 2017 to appear on the 2017 ballot. 2. The Board of Directors (by majority vote) approves a measures for the ballot. An advocate for a measure will have to fulfill the responsibilities of sponsor. Sponsors are responsible for the following: Following all authorized campaign practices as described in the Election Code and in this Packet. At the request of the Board, agreeing to changes in wording of any measure to meet legal or other guidelines. Once a Measure Is Accepted for the Ballot The text of each measure is posted in the store and owners have the opportunity to write arguments (pro and con statements) about it. If both pro and con arguments are received, there is an opportunity for rebuttal. See the Election Code for details about: o Deadlines for submittal and the maximum number of words for arguments and rebuttals. o What happens if more than one argument in support or opposition is submitted, as well as if more than one rebuttal in support or opposition is submitted. o Who can and cannot submit arguments and rebuttals to a measure. Submitting Information All items related to elections must be submitted to the Customer Service Desk and addressed to the Board Administrator who should also be notified by email that the item has been submitted. The clerk should date/time stamp it. 10

Posting of Election Material All official election materials are posted in the store, printed in the Co-op s quarterly publication, posted on the SNFC website, and included in the ballot packet. This includes the measures themselves, arguments (pro and con), and rebuttals, as well as the election results. Schedule A template schedule for election-related activities is available in the Election Code. By March of each year, the General Election Schedule with specific dates for that year s election is available and posted. For More Information contact the Board Administrator board-admin@sacfoodcoop.com 11

Declaration of Candidacy Form Instructions: To seek nomination by the Board of Directors and qualify as a candidate for the Board, please complete, sign (both pages) and submit this form by May 23, 2017. Leave the completed form at the Customer Service Desk in an envelope addressed to the Board Administrator as explained in the Candidate Application Instructions. I certify that, to the best of my knowledge, I meet the following eligibility requirements: As of Election Day, I will have been an active owner of SNFC (as defined in SNFC Bylaws section 2.02) for at least 6 months. [Membership status will be verified by the Co-op.] I am not a member of the household (as defined in SNFC Bylaws Section 2.09) or immediate family of a continuing member of the Board. I am not a member of the household (as defined in SNFC Bylaws Section 2.09) or immediate family member of a candidate for the Board certified or nominated to run in the upcoming election. I have read, understand, and agree to abide by the Director s Code of Conduct (second page of this form). I understand that information is available to me upon request at the store, if I have not already received it, including information on Board service, the SNFC Bylaws, the Election Code and the Board of Director s Policies. I also understand that I may submit a candidate statement and/or photograph and video, subject to the deadlines and restrictions in the Candidate Application Instructions and the Election Schedule. I agree to submit to a criminal background check. Having read and understood the above, I hereby declare my candidacy for the Board of Directors of the Sacramento Natural Foods Co-op in the 2017 General Election. Signature of candidate: Date: Printed Name: Owner Number: Address: Phone Number: City, State, ZIP: Email: To be completed by the Board Administrator: Applicant Qualified YES NO Applicant recommended by the BCDNC YES NO Applicant nominated by the Board YES NO 12

Policy Type: Board Process Policy Title: C5 Director s Code of Conduct Adopted/Revised: April 1, 2011/ March 4, 2014 We each commit ourselves to ethical, businesslike and lawful conduct. 1. Every director is responsible at all times for acting in good faith, in a manner which s/he reasonably believes to be in the best interests of the co-op, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. 2. Directors must demonstrate unconflicted loyalty to the interests of the co-op s owners. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups, membership on other boards or staffs, and the personal interest of any director acting as an individual consumer or member. a. There will be no self-dealing or any conduct of private business or personal services between any director and the co-op except as procedurally controlled to assure openness, competitive opportunity and equal access to inside information. b. When the board is to decide on an issue about which a director has an unavoidable conflict of interest, that director shall abstain from the conversation and the vote. c. Any director who is also a paid employee has the same duties and responsibilities as any other director, and has the additional duty of clearly segregating staff and board responsibilities. Any director who applies for employment at the Co-op must resign from the Board. Any director who is also a paid employee must resign from the Board if they are involuntarily terminated from the co-op. 3. Only the Board as a whole has authority over the organization. a. When interacting with the GM or employees, directors must carefully and openly recognize their lack of authority. b. When interacting with the public, the press, or other entities, directors must recognize the same limitation and the inability of any director to speak for the board except to repeat explicitly stated board decisions. 4. Directors will respect the confidentiality appropriate to issues of a sensitive nature and must continue to honor confidentiality after leaving board service. 5. Directors will prepare for and attend all board meetings and trainings. 6. Directors will participate in the board s decision making process and support the legitimacy and authority of the board s decision on any matter, irrespective of the directors 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 2/3 majority vote of the remaining Board. I have read, understood and agree to abide by the Directors Code of Conduct. I understand that should I, at any time, break the Code of Conduct I may be removed from the SNFC Board. Signature of candidate: Date: 13