SRFC Expansion and Discussion Mtg
11/22/2009 Sun 1 - 2:30 pm
Kanat's note:
The sections marked "-K" are my notes.
Others are facilitator's notes.
Pages are split by empty lines.
Pages are quite probably recorded here in time order.
I hoped to reformat, but can't wait longer to post this.
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Agenda
1:00 Introduction
1:15 Expansion
1:45 Member engagement in decision making
2:25 Next steps
2:30 Close
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Working Agreements:
Listen for understanding
Share the air time
+ Avoid repetition
+ Try to be brief
+ Avoid interrupting
Stay positive
Stay focused
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Goals of This Mtg
+ To give board members an opportunity to hear from members re:
+ Concerns about expansion
+ Communication and member engagement in decision making
+ Identify possible ways to address the concerns
+ Committment to some next steps
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QUESTIONS
Which lending institutions?
Which alternatives have been considered?
How many members may be willing to invest how much?
Where do we want (to go to)?
How large should it be?
Timeline for expansion
How can we be true to the culture of the neighborhood?
Has there been consideration of 2nd store?
How much staff time is going into this and what else is being sacrificed?
What was thinking behind eliminating Audit & Oversight Committee?
What are the business needs of expansion and effect on by-laws?
What building/facility efficiencies do we need or want?
(how green do we want this project to be?)
How will we deal with large corporations regarding products we still. (??)
What is the definition of preferred stock?
Does it override one member one vote?
What elements do members want in store?
More info re: Finances that increase confidence that decisions are fiscally sound?
How will we get input from local farmers?
How has diversity been considered? (don't want to exacerbate lack of diversity)
Any plans to review lessons learned from other coops about expansion
What is the philosophy toward product selection?
(& will you be trying to reduce prices / price reductions @ POS)
(POS: Point of Sale)
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President: -K
Kris said president keeps saying "member linkage" every other sentence.
President's own words:
Decisions could not be made effectively and efficiently
Getting information out (to members).
Embrace every members' vote.
She sees no problem with the proposed bylaws in limiting member participation
(but is committed to improving the bylaws through a separate committee)
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More Questions: -K
Will the board commit to a Bylaws Committee to improve bylaws post-vote?
Board is committed to improving the Bylaws through a committee
Steve:
What parts of the bylaws are needed by the bank that will loan?
Why was the bylaws change initiated by a bank's needs?
Jesse:
Existing bylaws allow creation of formal committees responsible to membership
Creation of bylaws committee at the pleasure of the board
Amending the bylaws by referenda or committees, from membership
No recourse in the proposed bylaws; only board can propose this.
Members can't initiate change as bylaws stand now.
Mark:
Centrist power structure appeals to some banks; the opposite appeals to some
other creditors
An investor:
I'm very concerned about debt-driven growth; this is a recipe for disaster.
There is no information online about what the vote is about.
No investor would be asked to invest without sufficient information about
pros and cons of investment.
Kanat:
Mentioned one person one vote is not democracy.
Members need to have a public voice that effects decisions.
In Al Gore vs. Goerge W. Bush, 51 million who voted for Gore had no
voice in decision making. 50.5 million elected Bush into office
as their voice.
Each person should influence decisions to the degree that the decision
affects the person.
Later: Hitler quote: I never said board is like Hitler. I said please
remember Hitler was elected to power, which proves voting is not
sufficient to have democracy.
Old motto: Food for people not for profit
New motto could be: Food for people and for profit
Expansion: A possible offer to get a loan by Jan.
Can we afford the debt in the long term?
Is our membership base big enough?
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Ideas for getting questions answered
+ Disseminate business plan
+ Reconstitute communication committee
+ Form bylaws committee to work on improving bylaws
+ board has commitment
+ Plan talk from board/staff/council to members about what this is about
+ Think carefully about intended and unintended consequences
+ Will we continue to serve low-income people
Concerns about how decisions get made
+ how to engage broader base of members
+ principle --> an inclusive process
+ what specific parts of by-laws are important to banker
who would we let our bylaws be framed/mandated by banker
+ Proposed by-laws do not authorize reports from committees or from referendum
+ requires that members trust board
+ Low income interest
Concerns about process
+ Bylaws don't say board has authority to borrow
+ Can't find out (as member) what the proposed change is about
+ Unattainable quorum
+ Terminated members can't appeal to members
+ Board/council has authority to compensate itself (without limit)
+ Members have lost right to form committees & referenda
+ No limits on equity transfers
+ Legalese
+ More long term vision re coop movement
+ Inefficiency & slow moving decision communication process
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NEXT STEPS -K
Option 1.
Move forward w/proposed bylaws trusting that a committee be authorized to
make amendments (relatively quickly) that reinstate member decision-making
authority.
Option 2.
Vote down the bylaws and then make the bylaws changes needed.
Which parts of the bylaws are needed for financial needs (recommended).
President: They have nothing to do with a bank.
They allow us also to ask for a bank loan or other.
Which parts of the bylaws still need to be improved for member participation.
Make the cost of communication to entire membership (time, money).
Which specific proposed changes are connected to loan process-creating
confidence in the organization, its capacity & fiduciary efficacy.
Option 3.
Revise what is being proposed immediately.
Communication process for considering these questions (front door)
Option 4.
Slow down the process. Really inform members with the details.
Slow down the parts that involve the member involvement changes.
Keep the finance-related portions.
What will stop Travis from making a purchase offer before members are heard?
Option 5.
Have the Audit and Oversight Committee reconstituted
Option 6.
Email: Ron smashstate@earthlink.net
Option 7.
Use internet for discussion: Use the blog online.
Put pros and cons lists in visible places.
Use email as well.
Is the membership list in any way accessible to an owner-member?
Who knows who's on it and how can other members have access to it?
NO! Privacy rights: Noone can access it.
Option 8.
Create a membership directory where members can subscribe and unsubscribe.
(to join discussions voluntarily)
Option 9.
syracusecoopdemocracy.org
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