Information and Application for Potential Board Candidates

LA CROSSE, WI ROCHESTER, MN

Informa tion and

Application for Potential Board Candidates

Welcome Letter People’s Food Co-op Vision and Mission Frequently Asked Questions Overview of Policy Governance Co-op Values and Principles Directors’ Code of Conduct Board Candidate Application and Statement Conflict of Interest Declaration Background Screening Consent

1 Dear Prospective Board Candidate, Thank you for your interest in serving on the People’s Food Co-op Board of Directors. This is an exciting time to be involved with the People’s Food Co-op. We now have more than 9,000 members in La Crosse and Rochester combined and we’re growing fast! We ask that you read over the enclosed information carefully before filling out the application and signing the forms at the end. The owners of People’s Food Co-op elect Board members during an election season in the summer and fall of each year. This year three seats are up for election: one from La Crosse, one from Rochester, and one at large. Each person elected will serve a 3-year term (January 2018 through December 2020). We seek a wide variety of talent in new candidates and orient new board members prior to their first official Board meeting. The Board of Directors plays a critical role in ensuring the continued success and health of this vital organization. The Board guides the Co-op by establishing the vision and ensuring the long-term vitality of the Co-op. It ensures that the store operates within our value system while empowering staff to manage day-to-day operations of the store. The Board seeks member input on the goals and vision of the organization and reports periodically to the owners on the board’s activities, decisions, and compliance with board policies. The Board operates under policy governance, an operating system that emphasizes values, vision, and the empowerment of both board and staff. More information on policy governance can be found later in this packet. A successful member of PFC’s Board must… Be a member in good standing of the People’s Food Co-op Attend the monthly meetings of the full Board. Currently meetings are held from 4 to 6 p.m. on the fourth Thursday of each month, alternating between the La Crosse and Rochester sites; the board sets a general schedule each year based on when members are able to meet. Work on one or more subcommittees that meet as determined by committee members Agree to abide by the Directors’ Code of Conduct (included in this packet) Communicate using e-mail Attend orientation for new Board members Attend the annual membership meeting and other member meetings Attend the annual Board retreat to participate in long-term planning Be thoroughly prepared for each meeting by completing assignments and examining documents received by e-mail prior to the meeting Thank you again for your interest in serving on the People’s Food Co-op board of directors. Cooperatively yours, The 2017 People’s Food Co-op board (e-mail the Board at [email protected]): Tessa Leung, President Lisa Wiste Heidi Blanke, Vice President Verna Simon, Secretary Monica Lunde, Treasurer Paul Sims Katherine Logan Wale Elegbede

2 People’s Food Co-op’s Vision and Mission

Vision Our community is a vibrant, exemplary model of healthy, sustainable, and cooperative living. Mission The mission of the People’s Food Co-op is to build community, grow a loyal and thriving membership and be the best fresh food market in the country.

3 Frequently Asked Questions

What is the Board of Directors and what does it do? The Board of Directors is the governing body for the members of the People’s Food Co-op. It is composed of nine people, all members of the People’s Food Co-op. Three Board seats are filled by La Crosse members, three are filled by Rochester members, and three are considered at-large, filled by either a La Crosse or Rochester member. Board members are elected by Co-op members for three-year terms. One-third of the Board is up for election each year. The People’s Food Co-op focuses on being strategic and visionary. This big picture view looks toward the long-term future of the Co-op rather than focusing on only the short- term. The Board works to anticipate trends and values that may have an impact on our relevance, survival, and maximum benefit to our members. The role of the Board includes financial oversight, strategic planning, member linkage, and community outreach. The Board governs the organization and delegates all operational duties to one employee, the General Manager.

What does the Board of Directors avoid doing? The Board of Directors does not become involved with or make any decisions about the daily operations or activities of the People's Food Co-op. The Board’s sole connection to the Co-op’s operations is through the General Manager.

What are the requirements for running for the Board? Directors must be members of the People’s Food Co-op who are in good standing, without substantial conflict of interest resulting from an affiliation with any enterprise that is in competition with the Co-op, pass a criminal background screening, and be recommended by the Board based on a four-step process (see What happens after I submit my application?). Board experience is beneficial but not a prerequisite. Important qualifications include a willingness to work cooperatively and closely with other Directors, a commitment to providing the time and energy needed to fulfill the role and complete the three-year term, an understanding of financial statements, organizational skills, and a genuine interest in issues related to cooperatives.

What happens after I submit my application? After you submit your application (the Board Candidate Application and Statement, Conflict of Interest Declaration, Background Screening Consent, and a photograph), a member of the Nominating Committee will call and/or meet with you to answer questions and review the responsibilities of Board membership (preference of in-person). The Nominating Committee will recommend candidates based on a three-step process: The Nominating Committee will recommend candidates to the Board who pass all three steps, and once the Board approves them, their names will be placed on the election ballot. If an applicant is not recommended, he or she will be notified and may choose to petition to be on the ballot.

How much time is required from Board members? The Board holds one regular meeting for approximately 2 hours each month, at which attendance is expected. At this time, meetings are the fourth Thursday of each month alternating between La Crosse and Rochester, but this is adjusted each year based on Board members’ schedules. All Board members must attend the Cooperative Board Leadership 101 Foundations class, which is typically held in Minneapolis several times each year. In addition, newly elected Board members are expected to attend our own Board orientation, prepare for and attend monthly and special meetings, attend the annual meeting and other member meetings, participate on committees, and attend the annual Board retreat. 4 What compensation is there for serving? Each director receives a $300 in-store credit in the form of a gift card every quarter (every three months).

I'm sure I have the time to commit, and I want to serve the People’s Food Co-op; how else can I make up my mind whether or not to apply? You may obtain additional information about serving on the Board of Directors by talking to any of the current Directors to get a personal perspective of what service on the People's Food Co- op is all about. Members are also always welcome to attend Board meetings to see how the Board functions and meet the current Directors. Please e-mail [email protected] for meeting locations and times.

When will the election be held? The annual election occurs in conjunction with the annual membership meeting, which occurs in early December. This year the meeting is in Rochester. We use electronic voting and owners have the option of requesting paper ballots.

I have decided to apply to be a candidate. Now what? To help members make informed decisions regarding the Directors they elect, we ask that you fill out the Board Candidate Application and Statement, Conflict of Interest Declaration, and Background Screening Consent included at the end of this packet. Please seal these documents in an envelope marked BOARD CANDIDATE INFORMATION and turn it in at the Customer Service desk at either location of the People's Food Co-op by Thursday, August 31st, end of day. (The Board Candidate Application may be e-mailed to [email protected] if you wish.) If you are chosen as a candidate, the answers from your Candidate Application, along with your photograph, will be posted in the stores and printed in the ballot.

It sounds like a big step! And a worthwhile one! The People’s Food Co-op is only as strong as its membership. The Board has historically been a diverse group of people with a wide range of skills who have brought the Co-op to where it is today. Thank you for your consideration!

5 Overview of the Carver Policy Governance Model Adapted from a document prepared by Ginny Jaramillo of Northland College, January 2000

The Job of the Board The board of an organization is responsible for knowing who the “owners” of the organization are, and who the “customers” are. The board’s duty, then, is to concentrate on the goals and visions (or desired “ends”) of the owners, ensuring that the organization is responsible for achieving those ends. Once the board’s policies are in place, the board does not focus on customer issues, because that is the job of the staff. People who come to the board in the role of a customer are referred to the general manager, who represents the staff. This means that the staff deals with the daily operation of the organization, and the board deals with four major areas of its job description: 1. Link with the owners to determine the ends of the organization. 2. Create policies which give direction to the general manager as to what the ends of the organization are, and within which limitations he or she can operate (executive limitations). 3. Monitor the progress of the organization and the general manager in meeting the organizational ends and staying within the executive limitations. 4. Monitor itself as a board.

Board Policies There are four different categories of board policies, and all board policies must fall into one of these categories: 1. ENDS (The intended results for the customers) Ends policies all deal with ends, while all other categories of board policies deal with means 2. EXECUTIVE LIMITATIONS (The limitations put on the general manager) Executive limitations policies all deal with means, but they are written IN THE NEGATIVE, telling what means the general manager SHALL NOT USE, instead of what means the general manager SHALL USE to accomplish the organizational goals (this avoids the two extremes of “micromanaging” and “rubber-stamping.”) 3. BOARD-STAFF RELATIONSHIPS (How the board will interact with the general manager) Board-staff relationship policies all deal with means that the board will use to interact with the staff THROUGH the general manager. 4. GOVERNANCE PROCESS (How the board will govern itself). Governance Process policies all deal with means that the board will use to govern and monitor itself throughout the year.

Key Features of the Model 1. The board generates ends policies that come from linkage with the community. 2. The board directs the general manager as to what the goals of the organization are, but it is up to the general manager to determine how to get there, AS LONG AS EXECUTIVE LIMITATIONS ARE MET. 3. The board does not deal with customer issues or staff issues. Its primary work is linkage with the community. 4. The board, not the general manager, creates the long-term goals of the organization. 5. The board determines how much control it should exert over the general manager by determining the scope of executive limitations policies.

6 6. Board policy requires the entire board to work as one, without “splintering” into different factions. 7. Board meeting agendas ONLY POLICY ISSUES. Board meetings are, therefore, typically brief and efficient.

Some Advantages of this Model over the “Conventional” Approach 1. It is a well-researched model of democracy in action, with clear guidelines, not a guessing game. 2. Policies are readable, streamlined, and addressed regularly, not put on a shelf in a big book. 3. The roles of the board and the staff are clearly defined and easily understood, and do not overlap. 4. The board is freed from staff and customer issues, to allow time to concentrate on community linkage. 5. It discourages people who have “private agendas” from serving on the board, and encourages people to be on the board if they have a true desire to serve the entire community. 6. It reduces the typical stress caused by splintered boards, “micromanaging,” or “rubber- stamping.”

7 Cooperative Values and Principles

The International Co-operative Alliance Statement on the Co-operative 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.

Cooperative Values self-help self-responsibility democracy equality equity solidarity honesty openness social responsibility caring for others

Cooperative Principles 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 or all 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 to 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— 8 about the nature and benefits of co-operation. Co-operation among Co-operatives 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.

9 Director’s Code of Conduct (Board Policy C5)

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 she/he reasonably believes to be in the best interests of the Cooperative, 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 Cooperative’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 Cooperative 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. A director who applies for employment at People's Food Co-op must first resign from the Board. 3. Directors may not attempt to exercise individual 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. [Regarding attendance, PFC’s bylaws state: A director’s position shall be considered vacant after: i) two (2) consecutive unnotified absences from any Board meetings, ii) any four (4) absences from any Board meetings in any twelve (12) month period. Board meetings include special meetings, special Board meetings and orientation/training sessions. The absent director must notify the Board president, vice president or designated agent by telephone, in person, or by e-mail prior to the start of the meeting.] 6. Directors will support the legitimacy and authority of the Board’s decision on any matter, irrespective of the director’s personal position on the issue. 7. Any director who does not follow the code of conduct policy can be removed from the Board by a 2/3 majority vote of the remaining Board.

10 Board Candidate Application and Statement Please drop this form, the Board Conflict of Interest Declaration, and the Background Screening Consent at the Customer Service desk at either store, e-mail to: [email protected] or mail to People's Food Co-op • Attn: Board of Directors • 315 Fifth Avenue S. La Crosse, WI 54601 Must be received by August 31, 2017; end of day

A successful Board Candidate must:  Be a member of the People’s Food Co-op in good standing  Be willing to make a three-year commitment to the Board of Directors  Be willing to adhere to and be familiar with the Co-op’s Bylaws and Policy Governance  Have the time to attend and actively participate in monthly Board meetings (in Rochester and La Crosse), subcommittees, and a Cooperative Board Leadership 101 training session (a one-day foundations class held in Minneapolis, available twice a year)  Have the ability to understand financial statements  Have a genuine interest in regional and Co-op issues

You may type right on this form and the space will expand to fit what you type. Name (First, Middle, Last) Phone (please include home, cell, and work numbers and indicate which is best to call)

Address E-Mail

Member No.

Employer/Occupation

Please limit your responses to 375 words total (75 words per response). Anything beyond this word limit may be edited for space.

1. Please state the three to five most important reasons that motivate you to run for the PFC Board.

2. What are the five most relevant skills you offer to the PFC Board and membership?

3. List relevant board and employment experience.

4. What are the three to five most significant challenges that will face the PFC in the next three to five years?

5. What do you see as potential opportunities for the Co-op as it develops its long-term strategies?

11 Board Conflict of Interest Declaration Please drop this form, the Board Candidate Application and Statement, and the Background Screening Consent at the Customer Service desk at either store, e-mail to [email protected] or mail to People's Food Co-op • Attn: Board of Directors • 315 Fifth Avenue S. La Crosse, WI 54601 Must be received by August 31, 2017; end of day

According to Board policy, Directors must demonstrate unconflicted loyalty to the interests of the Cooperative’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.

Member of your Please answer each question with regard to yourself and members of your immediate immediate family or family or others with whom you have a close personal relationship. If you answer yes You others with whom you to any question, a member of the Nominating Committee will contact you for details. have a close personal relationship

Financial Interests in Outside Concerns Do you have a financial interest (excluding salary, fee, or commission) in a PFC No Yes No Yes supplier, customer, or direct competitor? Associations with Organizations Other than PFC Do you currently receive a salary, fee, commission or other payment from an No Yes No Yes organization that is a PFC supplier, customer or competitor?

Holding a Position in an Organization Other than PFC Are you presently or have you been in the last 3 years an officer or director of a family business or a privately held company that is in the same industry as PFC, has a No Yes No Yes relationship with PFC, or might expect PFC support? Acceptance of Gifts or Favors Have you accepted gifts, favors, deals or discounts of goods/services from a PFC supplier, customer or competitor or any employee of a PFC supplier, customer or No Yes No Yes competitor? Other Are there any other interests or activities in which you are involved that you feel may be in conflict with the intent of this policy or that may raise an appearance of conflict No Yes of interest? Were there any questions you were unable to answer because you were unsure of No Yes whether they applied to your particular situation?

By signing and dating this form, you are confirming the accuracy of the information provided above. Signature Date

12 Background Screening Consent Please drop this form, the Candidate Application and Statement, and the Conflict of Interest Declaration at the Customer Service desk at either store, e-mail to [email protected] or mail to People's Food Co-op • Attn: Board of Directors • 315 Fifth Avenue S. La Crosse, WI 54601 Must be received by August 31, 2017; end of day

Individuals applying for candidacy who have not previously been Board members must undergo a background screening to check for potential concerns regarding criminal activity. Discovery of a potential concern will not automatically exclude the applicant from consideration for Board candidacy but will be reason for further investigation. If one or more areas of concern are found, the applicant shall be notified of such and will have the opportunity to explain said item(s). The Board will use its discretion in determining whether an applicant has passed the background screening.

Name (please print clearly or type) (First, Middle, Last)

Email address (please print clearly or type) Social Security Number (you may submit this in private to CEO instead of recording here). Contact 608.784.5798 x1000 or email [email protected]

I authorize People’s Food Co-op to process my application for Board member by reviewing my background. I hereby release People’s Food Co-op, its employees, and its Board members from all liability if any damage whatsoever is incurred in obtaining or furnishing such information.

By signing your name and dating this authorization, you are granting People’s Food Co-op permission to do a background screening as it deems necessary.

Signature Date