A Cooperative Natural Foods Market Since 1978

The Mission of the River Market Community Cooperative is to improve human health and the natural environment by providing the healthiest natural food and products in the St. Croix Valley.

Dear Prospective Board Member,

Thank you for your interest in becoming a member of the River Market Board of Directors.

In this packet you will find: . An overview of the River Market Community Co-op and Cooperatives . Letter from the Board President . An overview of the Board of Directors’ function, responsibilities and eligibility requirements . Audited year-end financial statement for the most recent completed fiscal year . Application / Nomination / Election process information . A directory of the current River Market Board of Directors

Deadline for Submission of Applcation is May 17th, 2013. Emailed completed application to [email protected] with the subject line “Board of Directors Application” or it may be dropped off with a cashier in the store

Information about candidates chosen for the ballot will appear in the August/September 2013 Currents Newsletter along with a mail-in ballot for owners to vote.

Final voting and the announcement of elected Board Members for the next term will take place at our Co- op’s Annual Owner Meeting in September.

Any questions you have may be directed to any member of the Board (see the directory enclosed in this packet).

Again, thank you for your interest in fulfilling this exciting and important role for River Market Community Co-op. We appreciate your involvement and support.

Cordially,

River Market Community Co-op Board of Directors

221 North Main Street, Stillwater, MN 55082 651-439-0366

RiverMarket Community Co-op 2013 Board Application Packet Page 1 of 7 About River Market Community Co-op

Ends Statement: As a result of all River Market Community Co-op does, the St. Croix Valley cultivates sustainable health and local sustenance.

Our Values:  Healthy planet, healthy people  Offering the best food available  Building relationships and community  Creating a unique shopping experience  Business success with a conscience

About Cooperatives: A cooperative is an autonomous association of persons united voluntarily to meet their common economic, social, or cultural needs and aspirations through a jointly owned and democratically controlled enterprise. Cooperatives around the world generally operate according to the seven core principles and values shown below. These principles and values were adopted by the International Cooperative Alliance in 1995. The International Cooperative Alliance is a global Ownership association of co-ops and co-op support organizations. Cooperatives trace the roots of these principles to the first modern cooperative founded in Rochdale, England in 1844. 1. Voluntary and Open Ownership Cooperatives are voluntary organizations, open to all people able to use its services and willing to accept the responsibilities of Ownership, without gender, social, racial, political or religious discrimination. 2. Democratic Owner Control Cooperatives are democratic organizations controlled by their Owners—those who buy the goods or use the services of the cooperative—who actively participate in setting policies and making decisions. 3. Owners' Economic Participation Owners contribute equally to, and democratically control, the capital of the cooperative. This benefits Owners in proportion to the business they conduct with the cooperative rather than on the capital invested. 4. Autonomy and Independence Cooperatives are autonomous, self-help organizations controlled by their Owners. If the co-op enters into agreements with other organizations or raises capital from external sources, it is done so based on terms that ensure democratic control by the Owners and maintains the cooperative’s autonomy. 5. Education, Training and Information Cooperatives provide education and training for Owners, elected representatives, managers and employees so they can contribute effectively to the development of their cooperative. Owners also inform the general public about the nature and benefits of cooperatives. 6. Cooperation among Cooperatives Cooperatives serve their Owners most effectively and strengthen the cooperative movement by working together through local, national, regional and international structures. 7. Concern for Community While focusing on Owner needs, cooperatives work for the sustainable development of communities through policies and programs accepted by the Owners.

RiverMarket Community Co-op 2013 Board Application Packet Page 2 of 7 A Cooperative Natural Foods Market Since 1978

Board of Directors Function & Responsibilities

Summary: The River Market Community Co-op’s (RMCC) Board of Directors consists of seven (7) to nine (9) directors elected by the Ownership who are legally responsible for the overall direction and performance of the Co-op. The Board carries out this responsibility by establishing broad policy guidelines, and by monitoring the General Manager within that framework. It is the General Manager’s function to implement the policies established by the board and carry out the day-to-day operations.

Eligibility Requirements  Must be an owner at the time of application. (Owners with multiple people in a household or business may designate one person to run for election to the Board of Directors.)  Believes in and is committed to the Cooperative Principles and serving the RMCC Owners by fulfilling the responsibilities of the Board of Directors as stated below.

Responsibilities of the Board of Directors 1. Create and sustain a meaningful relationship with 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 clear distinction of roles. 5. Rigorously monitor operational performance, and Board Performance. 6. Perpetuate the Board’s leadership capacity using ongoing education, training and recruitment. 7. Participate in two retreats during a calendar year, monthly board meetings, and periodic committee meetings to plan for the co-op’s future and monitor our progress. (Directors should expect to spend an average of 10 to 16 hours per month on board-related activities.)

RiverMarket Community Co-op 2013 Board Application Packet Page 3 of 7 Conflict of Interest Policy

RMCC Board of Directors have an obligation to conduct their duties within guidelines that prohibit actual or potential conflicts of interest. An actual or potential conflict of interest occurs when a board Director is in a position to influence a decision that may result in personal gain for that Director or for that Director’s family, friends or business acquaintances as a result of the Co-op’s business dealings. When a Director is personally interested in a contract or transaction in which the co-op is a party, that board member must disclose the existence and nature of such interest to the board for discussion. Directors should abstain from acting on any matter in which s/he is personally involved. Please contact the President of the Board if you have questions about a potential conflict of interest or this policy.

Election and Terms of Office  Directors are elected by ballot to staggered terms of 3-years each. Occasionally there are circumstances in which Directors are elected to shorter terms so as to maintain an equal number of Director seats being open for election each year. Elected candidates fill Director seats based on the number of votes received, with the candidates receiving their greatest number of votes seated for the longest open term.  Up to two Alternate Directors can be appointed for a one-year term. Alternate Director seats are awarded to the top two vote recipients who are not elected as Directors at the annual meeting. Alternate Directors have the same powers and responsibilities as elected Directors, except they do not have the authority to vote or hold executive office.  There are no term limits

Director Discount  Directors are eligible to receive a 15% discount on their purchases at RMCC.  This discount is subject to change by a vote of the entire Board.

RiverMarket Community Co-op 2013 Board Application Packet Page 4 of 7 River Market Community Co-op P&L July 1st, 2011 through June 30th, 2012

Jul '10 - Jun % % of Jul '11 - Jun 12 11 $ Change Change Income Ordinary Income/Expense Income 4000 · Sales 5,147,882.71 4,711,554.00 436,328.71 9.26% 100.0% Total COGS 3,208,766.95 2,896,672.91 312,094.04 10.77% 62.33%

Gross Profit 1,939,115.76 1,814,881.09 124,234.67 6.85% 37.67%

Expense 6000 · Labor Costs 1,153,848.56 1,085,937.75 67,910.81 6.25% 22.41% 6100 · Sales & Marketing 53,607.91 50,804.30 2,803.61 5.52% 1.04% 6200 · Occupancy 300,102.69 295,594.04 4,508.65 1.53% 5.83% 6300 · Equipment Exp 68,054.76 66,588.74 1,466.02 2.2% 1.32% 6400 · Member Exp 139,812.46 133,550.69 6,261.77 4.69% 2.72% 6500 · Overhead 198,535.92 183,069.79 15,466.13 8.45% 3.86% Total Expense 1,913,962.30 1,815,545.31 98,416.99 5.42% 37.18%

Net Ordinary Income 25,153.46 -664.22 25,817.68 3,886.92% 0.49% Total Other Income 20,553.99 14,294.51 6,259.48 43.79% 0.4% Total Other Expense 25,301.98 15,029.62 10,272.36 68.35% 0.49%

Net Other Income -4,747.99 -735.11 -4,012.88 -545.89% -0.09%

Net Income 20,405.47 -1,399.33 21,804.80 1,558.23% 0.396%

RiverMarket Community Co-op 2013 Board Application Packet Page 5 of 7 Board Application / Nomination / Election Process Information

Key dates for the 2013 River Market Board of Director election cycle

Feb 15th, 2013 Board Candidate Application packets are available at the Co-op Information Desk and online at www.rivermarket.coop.

May 17th, 2013 Deadline for submitting Board Candidate Application and photo (turn in at the Co-op or complete electronically and email to [email protected]).

May 17th-June 2nd, 2013 Board Candidates are interviewed by Members of the Board Development Committee (Please try to make yourself available during this time period.)

June 11th, 2013 A slate of candidates is presented and recommended by the Board Development Committee to the full Board for approval at the June 11th Board meeting.*

By June 18th, 2013 Candidate applicants are informed whether they have been approved by the Board to be on the ballot.

Week of July 5th, 2013 Approved Candidate’s bios from their application forms will be assembled for inclusion in the August/September Currents newsletter.

September Annual Meeting Election Night - Annual Meeting of the River Market Ownership (Location & Date TBD)

*As noted elsewhere in this packet, there are eligibility requirements that you must meet to be a Board candidate. The Board Development Committee is charged with responsibility for assuring eligibility and will nominate a slate of candidates for approval by the full Board of Directors.

RiverMarket Community Co-op 2013 Board Application Packet Page 6 of 7 2011-2012 Board of Directors

Name Position Phone Email

Dave Browne* President, Co-chair 651-430-1979 [email protected]

Chris Kohtz VP, Co-chair 612-247-0912 [email protected]

Tara Kadow* VP 651-890-6361 [email protected]

Silvia Conger* Secretary 651-275-1474 [email protected]

Karl Diekman Treasurer 651-430-8182 [email protected]

Matthew E Ludt Director 612-964-2259 [email protected]

Nathan Hart Director 651-307-0299 [email protected]

Elissa Cottle Director 612-206-7889 [email protected]

Mead Stone General Manager 651-439-0366 [email protected]

* Indicates member of the Board Development Committee

RiverMarket Community Co-op 2013 Board Application Packet Page 7 of 7