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The SNFC Board of Directors has certified the following measures.

Measure 1: Nomination Procedures

Bylaws Section 9.02. Nomination Procedures now reads:
A prospective candidate for a seat on the Board of Directors shall secure the nomination by one of the following methods:

  1. Selection by the nominating committee.
  2. Nomination and second by any two Members at the membership meeting preceding the election.
  3. Petition signed by fifty (50) Members or ten percent (10%) of the membership, whichever is less. This petition must be received by the nominating committee at least three (3) weeks before the start of the balloting.

Section 9.02 would be replaced with the following language:

A prospective candidate for a seat on the Board of Directors shall secure the nomination by one of the following methods:

  1. Review and recommendation by the nominating committee and nomination by the board.
  2. Petition for nomination signed by three percent (3%) of the membership. This petition must be received by the nominating committee pursuant to the timeline established in the Election Code.

Argument in Favor of Measure 1 Submitted by the Board of Directors

The Board of Directors unanimously recommends a “Yes” vote on this measure to align our Bylaws with our growing number of owners.

Under our existing Bylaws, the Nominating Committee reviews candidate applications and recommends candidates to the Board. The Board then approves candidates for the ballot that demonstrate their commitment to our co-op and the cooperative principles. The process assures our owners can choose among experienced, qualified candidates; this year the Board nominated 7 candidates for 2 slots.

Candidates who are not nominated by the Board can also gain ballot access by submitting a nominating petition with 50 owner signatures. This minimal signature requirement dates back to when the Co-op had about 400 members. Then, 50 signatures represented a significant percentage of active owners. Today we have more than 11,000 active members — yet the 50 signature requirement remains the same as it did in 1973.

This Bylaws change simply increases the number of signatures required to be nominated via the petition process, raising the requirement from 50 signatures to 3 percent (today about 250) of our members. This is a reasonable number of signatures to gather; it demonstrates a commitment to serving on the board and communicating with Co-op members. 

The Board of Directors believes this Bylaws change reflects the ongoing growth in membership and will strengthen the quality of candidates appearing on the ballot. We would appreciate a YES vote.

The Co-op Board of Directors

Argument Opposed to Measure 1 Submitted by Edward Diggs and Michael Garabedian

This measure would give our Co-op Board too much control over who gets on the ballot.

The proposal to eliminate 9.02(b) would end the current ability of members to nominate and vote to put candidates on the ballot at a meeting with 100 or more members present.

The proposal would require candidates to obtain signatures from 3% of the co-op members instead of the current 50 members. It took one of us, Edward, 13 hours to collect 50 member signatures. We estimate that a candidate would need to spend about 60 hours to reach the proposed 3% threshold. This proposed increase is unacceptable.

Additionally, this measure would transfer power to put candidates on the ballot from the Nominating Committee to the Board. Nominations should be kept independent of the Board.

This measure will create a major obstacle to candidate access to the ballot.

Also, a board could maintain control by limiting ballot access.

This measure would empower the Board at the expense of the members and should be opposed.

Measure 1: Rebuttal Submitted by the Board of Directors

Serving as a Co-op Board member requires dedication of time, effort and knowledge -- not just the ability to gather a handful of owner signatures. The interview process and the petition process both ensure that potential candidates commit to that responsibility and obligation.

The Co-op Board always encourages qualified members to become candidates; this year we have 7 for 2 slots. We believe our owners should have a strong choice of qualified candidates in every election, and we actively encourage owners to run for the Board. If there is ever a Board majority that creates undue obstacles to nomination, we trust that wise voting Co-op members will stop them.

Furthermore, the owner meeting process for Board candidate nomination has never been used in the Co-op's history; eliminating it will have no impact.

Don't be confused by the misinformation put forward by the opponent of this measure. Vote YES.

Measure 1: Rebuttal Submitted by Edward Diggs and Michael Garabedian

A diversity of views on the board is essential for our decision making. One danger of these bylaw changes would come from the board gaining the ability to screen candidates. A board that could keep challengers off the ballot would thwart the governing role of members and reduce board strength. This could lead to a homogenous board.

Giving the board enhanced control of ballot access is not in the interest of democracy at the co-op. Our bylaws specify that a nominating committee selects candidates. Having a nominating committee make these decisions allows for an election process independent from the board. The proposed change could result in a board not reflecting our membership.

Our current bylaws provide various routes to becoming a board candidate. This provides the necessary checks and balances that come from member participation in elections.

Let's not make these changes.

Measure 2: Nominations and Elections

The following would be added to the Bylaws ARTICLE IX—NOMINATIONS AND ELECTIONS as Section 9.06 and would read as follows:

In the event of an uncontested election as defined in section 2.11, the cooperative’s then existing board of directors shall unanimously designate the uncontested, qualified candidates as directors on Election Day. The cooperative shall give notice to membership of the names and qualifications of the new directors in conformance with the Election Code.

Argument in Favor of Measure 2 Submitted by the Board of Directors

The Co-op is governed by a seven-person Board of Directors elected by Co-op members in annual elections. 

Although we have 7 candidates running for 2 positions this year, many recent Co-op elections have been uncontested, meaning that the number of candidates running for election was the same the number of available seats. Even though the uncontested candidates were automatic winners (no write-in's are permitted in our Bylaws), the Co-op was nonetheless required to spend thousands of dollars to mail ballots to owners -- resources that could be used to help local farmers or be dedicated to our relocation project.

This proposed bylaw change simply defines an uncontested election. It will enable the Co-op to save thousands of dollars in election-related expenses when elections are uncontested. 

The Board urges you to vote "Yes" on this cost-saving measure.

The Board of Directors

Argument Opposed to Measure 2 Submitted by Michael Garabedian

Please OPPOSE the 9.06 change that could eliminate ballots in some elections.

The only change needed to bylaw 9.06 is to require that the Nominating Committee nominate one or more candidates than there are positions to fill.

The new 9.06 proposes that (1) the board must by unanimous designation seat uncontested qualified candidates on the Board, and (2) voters must be informed about qualified candidates automatically seated by the Board.

This 9.06 measure is an attempt to allow a future board to act as a surrogate for voter responsibility to act on ballots.

Under proposed 9.02 with the new 9.06, a future Board could choose to not nominate more candidates than positions in order to create an uncontested election with no ballot.

9.06 also awkwardly attempts to bind a future board to take a particular action even though a current governing body can’t bind a future one to make a specific decision. Board members also have a fiduciary duty to act in the interests of the co-op and you can’t predict now what this will be in the future.

Finally, the unanimous vote requirement means that if one board member believes that a candidate is not qualified, that board member could veto the candidate by not voting for them.

If passed, this proposal would be an example how SNFC members don’t have access to the information we need to perform our governing role, and that what information we do get is piecemeal. It should not be supported.

Michael Garabedian

Measure 2: Rebuttal Submitted by the Board of Directors

This measure is simple: it sets aside the need for spending thousands of our Co-op's dollars — resources that could go toward helping local growers, our community, or in your dividend check — when there are no contested elections on the ballot.

Without cost to the organization, the unanimous Board appointment of uncontested candidates affirms what the meaningless expenditure of Co-op resources would also accomplish.

When there are contested elections, ballots will continue to be mailed so that our owners can choose the best candidates. This Bylaw change does nothing to change that.

Owners will still have the same amount of information on candidates as they do know: an appointed candidate’s qualifications will continue to be made available to owners through the Co-op website, posting information in the store and the newsletter.

Please vote YES on this Bylaw amendment.

Measure 2: Rebuttal Submitted by Michael Garabedian

We have one of the most successful co-op food stores in the country with millions in sales. Adopting this "cost-saving measure" to cut several thousand dollars by keeping uncontested ballots out of the hands of members for one year periods is nonsensical. We need to increase budgeting for a staff position to engage members as do the Davis Food Co-op Membership Director or North Coast Co-op Membership Coordinator.

Our store is successful because we're fully involved in it with questions, comments and product requests, owner-worker experience, and purchases by which we in effect "vote" on how the store's doing. We don’t carry this product responsiveness over to major decisions, which is far more costly than ballots. For example, we lost over $6 million on the failed Elk Grove Store (now a Grocery Outlet) and our continued existence was in doubt because of it.

 

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