A Policy – Ends
A.0 Global – Black Star Co-op has organized its Ends policies into the “Five Points of the Black Star”, which are given below.
A.1 Patron Experience – Black Star Co-op will provide products and service of exceptional quality. Specifically,
A.1.1 Earn excellent reviews on our food, beer and service.
A.1.2 Ensure we have knowledgeable and respectful servers.
A.1.3 Maintain a comfortable environment with a true sense of Gemütlichkeit.
A.1.4 Provide our patrons with a method of offering feedback to workers.
A.2 Community Involvement – Black Star Co-op will be a model for, and encourage involvement with, the local community. Specifically:
A.2.1 Be an advocate for and educate the community about the co-operative model, beer, food, and brewing.
A.2.2 Provide financial and member service support to charitable/community service organizations selected by the membership.
A.2.3 Support co-ops, local businesses, and other community endeavors.
A.2.4 Engage in diversity-oriented outreach.
A.3 Environmental Sustainability – Black Star Co-op will be a responsible steward of natural resources and work to minimize our environmental impact. Specifically:
A.3.1 Promote alternative transportation to reach the brewpub.
A.3.2 Use water and energy efficiently.
A.3.3 Reduce fossil fuel consumption by purchasing local, organic products and alternative energy when feasible.
A.3.4 Minimize the amount of our materials going to landfills and produce zero waste by 2015.
A.4 Worker Treatment – Black Star Co-op will provide an empowering environment for all workers through worker self-management. Specifically:
A.4.1 Pay a living wage and provide excellent benefits to all workers.
A.4.2 Promote worker retention.
A.4.3 Maintain a hospitable working environment.
A.4.4 Encourage high-quality work from our workers.
A.5 Financial Development – Black Star Co-op will manage our business reflective of the priorities and values of our Member-Owners. Specifically:
A.5.1 Pay dividends to Member-Investors by 2012.
A.5.2 Maintain an education and general welfare fund.
A.5.3 Pay a patronage refund by 2015.
A.5.4 Open a second location.
B Policy – Governance Process
B.0 Global – The purpose of the Board of Directors (“the Board”) is to, on behalf of the member-owners (“the members” or “the membership”), assure that Black Star Co-op (“the Co-op”): a) accomplishes what it should, and; b) avoids unacceptable activities and conditions.
B.1 Policy Governance – The Board will govern lawfully, observing the principles of the Policy Governance model, with an emphasis on 1) outward vision rather than internal preoccupation, 2) encouragement of diversity in viewpoints, 3) strategic leadership more than administrative detail, 4) clear distinction of Board and Workers’ Assembly roles, 5) collective rather than individual decisions, 6) future rather than past or present, and 7) pro-activity rather than reactivity.
B.1.1 The Board as a group will be responsible for excellence in governance. The Board will use the expertise of individual Directors to enhance the abilities of the Board as a body rather than to substitute individual judgments for the Board’s values.
B.1.2 The Board as a whole will be responsible for fulfilling its commitments and therefore, will allow no officer, individual, or committee of the Board to hinder or be an excuse for not fulfilling Board commitments.
B.1.3 The Board will direct, control, and inspire the Co-op through careful establishment of broad written policies reflecting the Board’s values and perspectives. The Board’s major policy focus will be on the intended long-term effects on the Co-op, not on administrative or operational means of attaining those effects.
B.1.3.1 The Board will produce assurance of performance by monitoring and discussing compliance with its policies and process annually and at each meeting using the Board policy monitoring calendar. Self-monitoring will include comparison of Board activity and discipline to policies in the categories of Governance Process and Governance/Workers’ Assembly Connection.
B.2 Board Job Products – Specific job outputs of the Board, as an informed agent of the member-owners, are those that ensure appropriate organizational performance. Accordingly, the Board has direct responsibility to:
B.2.1 Engage the member-owners in the setting of Ends – Organizational outcomes, recipients, and their relative worth.
B.2.2 Maintain linkage between member-owners and the operational organization.
B.2.3 Establish written governing policies that, at the broadest levels, address the following categories of decisions:
B.2.3.1 Governance Process – Specifications on how the Board conceives, carries out, and monitors its own work.
B.2.3.2 Governance/Workers’ Assembly Connection – How power is delegated and its proper use monitored; the role of the Board-Staff Liaison, her/his authority and accountability.
B.2.3.3 Workers’ Assembly Limitations – Constraints on the Workers’ Assembly which establish the prudence and ethics boundaries within which all executive activity and decisions must take place.
B.2.4 Assure successful organizational performance on Ends and Workers’ Assembly Limitations; and assure Board performance.
B.2.5 Make all non-confidential information available to the Worker Assembly to be distributed to the appropriate medium.
B.2.6 Word all non-procedural decisions of the Board as formal resolutions.
B.3 Board Agenda and Meetings – To accomplish its job with a governance style consistent with these policies, the Board will follow an annual agenda that re-explores Ends, develops member linkage, and continually improves Board performance. Board meetings will be planned to ensure that the Board accomplishes its annual agenda.
B.3.1 The Board’s annual governance cycle will start in October with the development of its agenda for the next calendar year. The annual agenda will include all Board events such as membership meetings, Board training, monitoring schedule, and review of specific policies. The annual agenda will be reviewed at each meeting.
B.3.2 At the end of each Board meeting, the Board’s current policy discussion and the annual agenda will provide the basis for determining the broad outlines of the next meeting’s agenda.
B.3.3 The Board President will assemble an agenda for the Board meetings allowing flexibility to include emerging issues and recommendations of additional items by individual directors.
B.3.3.1 The Board is the sole authority over its own agenda. The President will exercise this control on behalf of the Board, but any Director, member-owner, or meeting participant may, with consent of the majority, add or delete items from the agenda at the beginning of the meeting.
B.3.4 The Board will not create agenda content that results in the displacement of the rightful purview of the Workers’ Assembly as outlined in policy.
B.3.5 Board meetings will be facilitated to use meeting time effectively and efficiently, and to welcome a diversity of opinions, backgrounds, and interests.
B.3.6 The Board will endeavor to accommodate any Director with special needs, including reimbursement for out of pocket expenses or other arrangements that allow the Director to attend meetings.
B.3.7 Every meeting shall begin with an open session for comments from staff, member-owners, or other meeting participants. Each petitioner will be granted three (3) minutes to address the Board.
B.3.8 All Board meetings will be open to the public except when an executive or internal session is officially announced. Executive and internal sessions will only be used when the subject matter is related to litigation, personnel, real estate transactions, or other matters deemed sensitive by the Board. Internal session will only be used for subject matter reserved for Executive session involving directives to or shared information for the Workers’ Assembly.
B.3.8.1 The purpose of any such session must be stated in the meeting minutes.
B.3.8.2 The Board may include or exclude anyone else it chooses.
B.3.8.3 Authority to declare the session is vested in the President, but entering such a session requires the consent of the majority.
B.3.8.4 Where possible, announcement of executive and internal session should be on the published agenda.
B.3.8.5 Minutes will be taken during executive session and internal session, but will not be included in the official record of the meeting. These minutes are to be treated as confidential, and every effort will be made to keep them secure.
B.3.8.6 The Board can make no decisions during an executive session or internal session except for decisions to extend time for discussion.
B.3.9 Completed Board meeting materials will be made available to the Board at least seven days prior to the date of every upcoming meeting.
B.3.9.1 Content required to complete the Board meeting materials will be made available to the President at least fourteen days prior to the date of every meeting.
B.4 Board Officers – Board officers are empowered by the Board and accountable to the Board. Officers may delegate tasks but remain accountable for outcomes and accomplishments.
B.4.1 President’s Role
B.4.1.1 The President assures the integrity of the Board’s process by ensuring that the Board functions effectively, follows its own policies, and adheres to obligations legitimately imposed upon the Board from outside the Co-op.
B.220.127.116.11 Information that is neither monitoring performance nor Board decisions will be avoided or minimized and always noted as such.
B.18.104.22.168 Deliberation will be fair, open, and thorough, but also timely, orderly, and kept to the point.
B.4.1.2 The President may make decisions on behalf of the Board that fall within or are consistent with Board policies on Governance Process and Governance/Workers’ Assembly Relationship. The President is authorized to use reasonable interpretation of these policies.
B.22.214.171.124 The President’s authority does not extend to making decisions or interpreting Ends and Workers’ Assembly Limitations policy areas, each of which is within the purview of the Board-Staff Liaison.
B.126.96.36.199 The President’s authority does not extend to supervising, terminating, or otherwise directing the Board-Staff Liaison.
B.188.8.131.52 Occasionally the President may represent the Board to outside parties.
B.4.1.3 The President will ensure a smooth transition to the next President.
B.184.108.40.206 The President will ensure pertinent documentation and organization of Board practices.
B.220.127.116.11 The President will prepare at least one person to be qualified to serve as President in emergency or planned succession.
B.4.2 Board Secretary – The Secretary’s job is to ensure the integrity of the Board’s documents including:
B.4.2.1 Maintaining the official records of the Board.
B.4.2.2 Maintaining the Board’s policy manual.
B.4.2.3 Ensuring that each Director receives timely copies of documentation needed to fulfill their duties.
B.5 Directors’ Responsibilities and Code of Conduct – Directors commit themselves to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum.
B.5.1 Each Director, upon being seated, will sign a Code of Conduct form reflecting the Board policies.
B.5.2 An individual Director is responsible at all times for discharging his/her duties in good faith in a manner which she/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.
B.5.3 Directors must loyally represent the interests of the Co-op’s member-owners. This accountability supersedes any conflicting loyalties including, but not limited to advocacy or interest groups, employers, and service on other Boards. This accountability also supersedes the personal interest of any Director acting as an individual consumer of the organization’s services.
B.5.4 Directors must avoid any conflict of interest with respect to their fiduciary responsibility.
B.5.4.1 Individual Directors shall be under an affirmative duty to disclose their actual or potential conflicts of interest in any matter under consideration by the Board. Directors having such an interest may not participate in the decision of the matter, nor, unless otherwise determined by the Board, in the discussion of the matter.
B.5.4.2 An individual Director shall not, during her/his term of office, be a party to a contract for profit with the Co-op differing in any way from the business relations accorded each member-owner or upon terms differing from those generally current among member-owners.
B.18.104.22.168 Directors are prohibited from accepting consulting fees or other compensation from the Co-op, other than fees for service on the Board or compensation for paid employees as discussed in policy.
B.5.4.3 Directors must not use their positions to obtain for themselves, family members, or close associates employment within the organization or a business relationship with the Co-op.
B.5.5 Directors may not attempt to exercise individual authority over the Co-op except for representation of the Board or the Co-op as explicitly set forth in Board policies.
B.5.5.1 Interactions with the Board-Staff Liaison or other staff must recognize the lack of authority in any individual Director or group of Directors except as noted above.
B.5.5.2 Interactions with the public, press, or other entities must recognize the same limitation as above and the similar inability of any Director or Directors to speak for the Board except as outlined in policy B4.
B.5.5.3 Directors will make no judgments of the Board-Staff Liaison or Workers’ Assembly performance except as that performance is assessed against explicit Board policies by the official process.
B.5.6 Individual Directors shall maintain confidentiality as needed to protect the Co-op’s interests and financial viability.
B.5.6.1 Directors shall not discuss disputed or confidential corporate actions, policies, or issues with family members, the Co-op’s member-owners, employees, or the general public unless the Board has decided that such information is no longer confidential.
B.5.6.2 All issues related to personnel, real estate, business strategies and goals, pending litigation, and details of the Co-op’s financial status will be considered sensitive issues subject to confidentiality unless or until full disclosure is approved by the Board as a whole.
B.5.6.3 The expiration of service on the Board, by termination or otherwise, does not terminate this obligation.
B.5.6.4 Directors will maintain and dispose of confidential materials in an appropriate manner. Confidential materials may be turned over to the Board-Staff Liaison for proper disposal.
B.5.7 An individual Director may disagree with a policy approved by or action taken by the majority of the Board. However, once such an action is taken he/she will support that policy or action as being the considered judgment of the Board.
B.5.7.1 An individual Director shall have the right to present further evidence and argument to the Board for further consideration.
B.5.8 Any Director who is also a paid employee of the Co-op has the same duties and responsibilities as any other Director, and in addition has the duty of ensuring segregation of staff and Board responsibilities.
B.5.8.1 A Director who is also a paid employee is responsible to the membership as a whole.
B.5.8.2 A Director who is also a paid employee has attendant responsibilities to adhere to the Code of Conduct policy at all times, including in the work environment.
B.5.8.3 If a Director who is also a paid employee becomes subject to employee performance concerns such as written warnings or probationary status due to substandard performance of his/her duties at the Co-op, it will be required that the Director take a leave of absence from the Board until his/her performance improves and s/he is no longer subject to said performance concerns. If the job performance results in termination of paid employment at the Co-op, the Director will resign from the Board.
B.5.9 Directors will annually report to the member-owners on their adherence to this policy.
B.5.10 [Deleted June 17, 2012.]
B.6 Board Committees – Board committees, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as to not interfere, unless deemed necessary by the Board, with delegation from the Board to the Workers’ Assembly and Board-Staff Liaison.
B.6.1 Board committees are formed to help the Board do its job, not to advise or exercise authority over the Workers’ Assembly. Committees will assist the Board chiefly by preparing policy alternatives and implications for Board deliberations and assisting the Board in fulfilling its duties as set forth in policy.
B.6.2 Board committees cannot exercise authority over staff and, in keeping with the Board’s focus on the future, Board committees will not ordinarily have direct dealings with current staff operations. Further, the Board will not impede its direct delegation to the Workers’ Assembly by requiring approval from a Board committee before an executive action. The Workers’ Assembly is accountable to the Board as a whole, never to a Board committee or officer.
B.6.3 Committees are created only when they are clearly needed. Committee expectations, composition, authority, time line, and resources available will be carefully stated by the Board at the time a committee is formed and this information shall be reflected in Board minutes.
B.6.4 Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes.
B.6.5 Board committees are to avoid over-identification with an organizational part rather than the whole. Therefore, a Board committee that has helped the Board create policy on some topic will not be used to monitor organizational performance on the same topic.
B.6.6 A committee is a Board committee only when it is formed by Board action, whether or not the Directors sit on the committee and whether or not the committee includes non-Directors. This policy does not apply to committees formed under the authority of the Workers’ Assembly.
B.6.7 The sole standing committee of the Board is the Leadership Development Committee, a committee that focuses on standing leadership development. The Leadership Development Committee is charged to seek and cultivate competent candidates for the Board.
B.6.7.1 Directors are appointed to the Leadership Development Committee each year in November.
B.6.7.2 The Leadership Development Committee shall also undertake actions to develop the leadership capabilities of the sitting Board.
B.7 Member Linkage – The Board obtains its authority from, is representative of, and accountable to the member-owners. The Board is responsible for maintaining a linkage with member-owners.
B.7.1 The Board’s fundamental accountability is to member-owners, including fiduciary and legal responsibility.
B.7.2 The Board shall always act in the best interest of the Co-op as a whole. To make informed policy decisions, the Board must understand the values and needs of the member-owners. The Board must, therefore, obtain adequate and appropriate information from the member-owners.
B.7.2.1 Outreach will occur as needed to link the Board to member-owner viewpoints and values such as surveys, forums, focus groups, and Members’ Assembly meetings.
B.7.3 The Board shall communicate periodically to the member-owners on its role, its activities, and decisions.
B.7.3.1 The Board will build and sustain a sense of ownership, pride and loyalty among member-owners.
B.7.3.2 The Board will engage the membership in regular discussion about vision and mission, and shall ensure the effective communication of the outcomes of these discussions to the member-owners.
B.7.4 The Board will ensure that the Co-op meets all requirements of law and bylaws for relationship with member-owners, including holding Members’ Assembly meetings and preparing a written annual report to member-owners.
B.7.4.1 At least annually, the Board shall disseminate a statement of its values and a report of the Co-op’s financial resources and how those resources have been translated into services.
B.7.5 The Board shall ensure that Bylaws are current, complied with, and meet the needs of the Co-op. As needed the Board may propose bylaw amendments to the member-owners for approval.
B.7.6 Member equity program – The Board will ensure that the member equity programs contribute adequate capital for the Co-op. Member equity may include active and inactive member capital, donated capital, and Member-Investor Shares.
B.7.7 The Board shall, from time to time, by majority vote, determine terms and conditions of membership including the capital requirements, membership benefits, and member-owner responsibilities.
B.8 Board Perpetuation – The Board will ensure perpetuation of a governing body that provides effective leadership over time and irrespective of individual Directors. The Board accomplishes self-perpetuation through recruitment, election, and development of skilled, committed, and motivated Directors.
B.8.1 Board development – Board skills, supports and methods will be sufficient to assure governing with excellence. Education and training will be used liberally to orient new Directors and candidates, as well as to maintain and increase the skills of existing Directors. This includes but not limited to use of consultants, attendance at conferences, purchasing resources, and workshops.
B.8.2 Board Recruitment – The Board will identify and recruit qualified, skilled candidates throughout the year for appointment as needed and for future elections.
B.8.2.1 The Board shall recruit enough candidates each year to ensure a competitive election.
B.8.3 The Board may delegate these tasks to a task force or committee, but the full Board remains responsible for perpetuation of effective governance.
B.9 Cost of Governance – The Board will invest in its governance capacity. Cost will be prudently incurred, though not at the expense of endangering the development and maintenance of superior capability.
B.9.1 Board budget may include investment in:
B.9.1.1 Board perpetuation costs, such as recruitment and election.
B.9.1.2 Training and retraining, which will be used liberally to orient new members.
B.9.1.3 Outside monitoring assistance, which will be arranged so that the Board can exercise confident control over organizational performance. This includes, but is not limited to, financial audits.
B.9.1.4 Outreach mechanisms, which will be used as needed to ensure the Board’s ability to listen to member-owner viewpoints and values.
B.9.2 Board costs will be determined annually in October by Board action.
B.9.3 Email accounts will be provided for all current directors and in addition active accounts will be maintained for former directors at the pleasure of the board.
B.10 Working Board Process – Policy B.10 was deleted on 7/14/09
B.11 Endorsements – The Board’s consideration of written endorsements shall be in harmony with Black Star’s Mission Statement and respect Black Star Owners’ diversity of viewpoints.
B.11.1 The Workers’ Assembly is responsible for any endorsements that are product related.
B.11.2 The Board will not consider any endorsements of political candidates.
B.11.3 The Board will consider other endorsements requested by Co-op Owners that are in harmony with Black Star’s Ends policies, Principles and Values.
B.11.3.1 Endorsement is understood to mean overall support for an initiative or organization based on a thorough review. An endorsement by the Black Star Board implies that the Board agrees with the information being communicated.
B.11.4 Endorsement recommendations shall be sponsored by any current non-conflicted Board member and presented as a proposal. The proposal will:
- Outline the issue or initiative brought forth by a Co-op Owner;
- Present balanced information on the issue/initiative including opposing views;
- Indicate how the issue/initiative supports Black Star’s Ends, Principles and Values;
- Recommend how the Board’s support should be manifested.
B.11.5 The Board will take action on the endorsement at the meeting following the Director’s proposal.
B.11.6 Endorsements must be approved by a unanimous vote of the non-interested members of the Board
C Policy – Governance / Workers’ Assembly Connection
C.0 Global – The Board’s sole official connection to the operational organization, its achievements, and its conduct will be through an elected representative of the Workers’ Assembly titled the Board-Staff Liaison (“the Liaison”). The Workers’ Assembly will speak with one voice through the Liaison.
C.1 Unity of Control – Only decisions of the Board acting as a body are binding on the Workers’ Assembly.
C.1.1 Decisions or instructions of individual Directors, officers, or committees are not binding on the Workers’ Assembly except in rare instances when the Board has specifically authorized the exercise of such authority.
C.1.2 In the case of Directors or committees requesting information or assistance without Board authorization, the Liaison can only refuse such requests that in his/her opinion require an excessive amount of staff time, funds or are disruptive. The liaison will notify the Board when such a request is made and if refused, will give the reason for refusal.
C.2 Delegation to Workers’ Assembly – The Board will instruct the Workers’ Assembly through written Ends policies and Workers’ Assembly Limitations, but allowing the Liaison to use any reasonable interpretation of these policies.
C.2.1 The Board will engage the membership to develop Ends policies which instruct the Workers’ Assembly to achieve certain results. These policies will be developed systematically from the broadest, most general level to more defined levels. All issues that are not Ends issues as defined here are means issues.
C.2.2 The Board will develop Workers’ Assembly Limitations policies that limit the latitude the Workers’ Assembly may exercise in choosing the organizational means. These policies will be developed systematically from the broadest, most general level to more defined levels. The Board will never prescribe organizational means, which are delegated to the Workers’ Assembly.
C.2.3 As long as the Board-Staff Liaison uses a reasonable interpretation of the Ends and Workers’ Assembly Limitations policies, the Workers’ Assembly may make all further policies, decisions, take all actions, establish all practice, and develop all activity.
C.2.4 The Board may change its Workers’ Assembly Limitations policies, thereby shifting the boundaries between the Board and the Workers’ Assembly, which changes the latitude of choice given to the Workers’ Assembly.
C.2.4.1 When making such a change, the Board will specify the expected compliance date.
C.2.4.2 As long as any particular delegation is in place, the Board will respect and support the Workers’ Assembly choices that comply with the policy.
C.3 Communication and Counsel to the Board – Acting as an informed agent of the Workers’ Assembly, the Liaison shall not cause or allow the Board to be uninformed or unsupported in its work.
Accordingly, the Liaison will not:
C.3.1 Fail to inform the Board of relevant trends, public events, or internal or external changes which affect the assumptions upon which Board policy has previously been based or that affect the business or public relations.
C.3.1.1 Fail to provide the Board with the current business plan.
C.3.1.2 Fail to notify the Board of significant changes to the business plan.
C.3.2 Fail to submit monitoring report that are timely and accurate, or that lack the operational definitions and verifiable data directly related to each section of the policy.
C.3.3 Fail to report in a timely manner any actual or anticipated noncompliance with any policy of the Board, along with a plan for reaching compliance, in a timely manner.
C.3.4 Fail to inform the Board of trends, issues, suggestions, or requests brought to the Workers’ Assembly that may require Board review or approval. This information shall be provided in advance of each Board meeting.
C.3.5 Fail to inform the Board when he or she feels that changing conditions require Board action, or a Board policy will have unintended effects that are not in the best interests of the Co-op.
C.3.6 Fail to provide the Board with sufficient mechanisms and support for administration and communication.
C.3.7 Fail to respond to direct questions via email within 48 hours.
C.3.8 Fail to make the following information available for monthly Board meeting materials: sales per labor hour, profit and loss statement, average daily bank balance, and how these metrics compare to those projected in our business plan.
Failure to comply with these policies may result in the following actions:
C.3.9 The Liaison may be censured by the Board, citing the reasons for such action.
C.3.10 Depending on the nature, severity, or frequency of the Liaison’s noncompliance, the Board may move for immediate recall.
C.4 Monitoring the Workers’ Assembly Performance – The monitoring of the job performance of the Workers’ Assembly will be systematic and rigorous against, and solely against, accomplishment of Ends policies, and operation within the boundaries established by Workers’ Assembly Limitations policies.
C.4.1 Monitoring is to determine the degree to which Board policies are being met. Only data that does this will be considered monitoring data.
C.4.2 The Board will monitor only those activities which it has addressed ahead of time in explicit statements of policy. The Board will track the performance of the Workers’ Assembly by monitoring in such a way as to have systematic assurance of policy compliance, yet leave the Board free to concentrate most of its time on looking forward, rather than checking the past.
C.4.3 The Board will acquire monitoring data by one or more of three written report methods:
C.4.3.1 Internal report, in which the Liaison provides compliance information to the Board.
C.4.3.2 External report, in which an external, disinterested, third party chosen by the Board assesses and reports compliance with policies directly to the Board.
C.4.3.3 Direct inspection, in which one or more Directors assess compliance with the appropriate policy criteria.
C.4.4 In every case, the standard for compliance shall be any reasonable interpretation of the Board policy being monitored.
C.4.5 Information gathered which is not relevant to the fulfillment of Board policies will not be considered in monitoring, although it may form the basis for new policies.
C.4.6 Monitoring reports shall include the Liaison’s interpretation and data/facts for each part of the policy clearly focused on the policy. Statements of compliance alone, without data, will not be accepted.
C.4.7 All policies that instruct the Workers’ Assembly will be monitored at a frequency and by a method chosen by the Board. The Board can monitor any policy at any time by any method, but will ordinarily depend upon a routine schedule.
C.4.7.1 A spreadsheet is to be kept each year listing each Workers’ Assembly Limitations policy, reporting frequency, month to be reported, and columns to input the date the report was received, if the report was found to be compliant, the Board action, and a space for comments. A blank copy of this spreadsheet should be attached to the end of these policies for reference.
D Policy – Workers’ Assembly Limitations
D.0 Global – The Workers’ Assembly shall not cause or allow any practice, activity, decision, or organizational circumstance that is unlawful, imprudent, or in violation of the bylaws, the co-operative values and principles, or commonly accepted business and professional ethics.
D.1 Right To Self-Management – All authority and accountability of staff as far as the Board is concerned is considered the authority and accountability of the Workers’ Assembly.
D.1.1 The Board will never give direction to the Workers’ Assembly that would conflict with Board policies, or organizational bylaws.
D.1.2 The Board will refrain from evaluating either formally or informally, any individual member of the Workers’ Assembly other than the Liaison.
D.1.3 The Board will view Workers’ Assembly performance as identical to organizational performance, so that organizational accomplishment of stated Ends policies and compliance with Workers’ Assembly Limitations policies will be viewed as successful Workers’ Assembly performance.
D.1.4 The Board of Directors, acting as an informed agent of the member-owners reserves the right to replace the Workers’ Assembly if their actions violate Board policy, organizational bylaws, or jeopardize the financial or legal standing of the Co-op.
D.2 Staff Treatment – With respect to the treatment of paid and volunteer staff, the Workers’ Assembly shall not cause or allow conditions, procedures, or decisions that are discriminatory, disrespectful, unfair, unsafe, undignified, disorganized or unclear, unnecessarily intrusive, or that fail to provide appropriate confidentiality and privacy.
D.2.1 The Workers’ Assembly is empowered to create written personnel rules that (a) clarify rules for staff, (b) provide for a fair and effective handling of grievances, (c) protect against wrongful conditions, and (d) codify remuneration for individual members of the Workers’ Assembly. Further, without limiting the scope of the previous statement by the following, the Workers’ Assembly shall not:
D.2.1.1 Discriminate against any staff member for non-disruptive expression of ethical dissent.
D.2.1.2 Allow hiring not open to current staff.
D.3 Remuneration of Workers’ Assembly – With respect to employment, compensation, and benefits to employees, consultants, contract workers, and volunteers, the Workers’ Assembly shall not cause or allow jeopardy to financial integrity or public image, or discrimination based on race, sex, age, creed, marital status, religion, sexual orientation, national origin, color, or disability.
D.3.1 The Workers’ Assembly will not allow a disparity between the remuneration of any two workers to exceed a ratio of 2:1.
D.3.2 The Workers’ Assembly will not accept gratuities to supplement wages paid by the Co-op.
D.3.3 The Board of Directors will review the performance of the Workers’ Assembly annually through careful monitoring of policy C.4 Monitoring the Workers’ Assembly Performance.
D.3.3.1 The outcome of this annual review will set the financial parameters that will allow for individual remuneration based on systems defined by the Workers’ Assembly.
D.4 Financial Condition – With respect to the actual and ongoing financial condition and activities of the Co-op, the Workers’ Assembly may not jeopardize the long term financial health of the Co-op or allow material deviation from Board priorities as stated in policy. Further, without limiting the scope of the foregoing by this enumeration, the Workers’ Assembly may not cause nor allow:
D.4.1 Indebtedness on behalf of the Co-op other than trade payables or other reasonable and customary liabilities incurred in the ordinary course of doing business.
D.4.2 Use of restricted funds for any purpose other than that required by the restriction.
D.4.3 Liquidity, or the ability to meet cash needs in a timely and efficient fashion, to be insufficient.
D.4.3.1 Any requirements of contracts, payroll, loans, or other financial obligations to be unmet or overdue.
D.4.3.2 Tax payments or other government ordered payments or filings to be overdue or inaccurately filed.
D.4.3.3 Proof of tax payments to be made unavailable to the Board at the following month’s Board of Directors meeting.
D.4.4 Operations to generate inadequate net income.
D.4.5 Financial record keeping systems to be inadequate or out of conformity with GAAP.
D.4.6 The Board’s appointed auditor to be without adequate information to make an annual report of the financial state of the co-op available to the Board.
D.4.7 Failure to report out-of-the-ordinary fiscal events to the Board.
D.4.8 Disposal of fixed assets with greater than $5000 book value without Board approval, nor fail to inform the Board at its next meeting of disposal of assets with a book value greater than $2000 but less than $5000.
D.4.9 Excluding trade payables, single purchases or commitments of greater than $10,000 without Board approval, nor failing to inform the Board at its next meeting of a purchase or commitment greater than $5000 but less than $10,000.
D.4.10 Excluding trade payables, single purchases or commitments of greater than $20,000 without competitive bids reported to the Board and without Board approval.
D.5 Asset Protection – The Workers’ Assembly will not allow the assets of the Co-op to be unprotected, inadequately maintained, abused, unnecessarily risked, or subject to conflict of interest in the management of the Co-op’s resources. Accordingly, the Workers’ Assembly will not:
D.5.1 Allow insurance coverage of inventory, building, furniture, and equipment to fall below ninety (90) percent of the replacement value.
D.5.2 Allow the Co-op to be uninsured for liability losses to Directors, staff, and the organization itself in an amount greater than the average for comparable organizations.
D.5.3 Fail to provide prudent protection against loss through employee dishonesty.
D.5.3.1 Purchasing to be uncontrolled or subject to conflicts of interests.
D.5.3.2 Allow any one individual to have complete authority over a financial transaction.
D.5.4 Receive, process, or disburse funds under controls insufficient to meet the Board appointed auditor’s standards.
D.5.5 Fail to properly and proactively maintain building and equipment.
D.5.6 Fail to ensure safeguards against theft, loss, or damage of property.
D.5.7 Fail to protect intellectual property, information, and files from loss or significant damage.
D.5.8 Invest or hold operating capital in insecure instruments or institutions or in non-interest-bearing accounts except where necessary to facilitate ease in operational transactions and except that up to 20% of the Co-op’s funds may be deposited in institutions that support co-operative development.
D.5.9 Fail to keep and maintain a financial procedures manual.
D.5.10 Endanger the organization’s public image, its credibility, or its ability to accomplish Ends.
D.5.11 Vest expertise of crucial aspects of operation in only one worker.
D.6 Customer Treatment and Service – With respect to customer treatment and service, the Workers’ Assembly shall not cause or allow conditions, procedures, or decisions that are unsatisfactory, discriminatory, disrespectful, unsafe, untimely, or fail to provide appropriate confidentiality and privacy. Further, without limiting the scope of the previous statement by the following, the Workers’ Assembly shall not:
D.6.1 Operate without the highest level of service and a friendly co-operative atmosphere.
D.6.2 Allow customers to be without a timely and satisfactory understanding of rationale for changes in store conditions and policies that affect them.
D.6.3 Allow customers to be without best possible value.
D.6.4 Operate without a system to ensure prompt and appropriate action on communications to or from customers that pertain to store operations.
D.7 Planning and Budgeting – With respect to operational and fiscal planning, the Workers’ Assembly may not cause nor allow planning to deviate materially from Ends priorities, risk financial jeopardy, or fail to be derived from a multi-year plan. Further, without limiting the scope of the foregoing by this enumeration, the Workers’ Assembly may not cause nor allow plans that:
D.7.1 Omit credible projection of revenues and expenses, separation of capital and operational items, cash flow projections, and disclosure of planning assumptions.
D.7.1.1 Contain insufficient details to support assumptions.
D.7.1.2 Do not provide reasonably accurate and conservative projection of sales, expenses, income, and cash flow, and their effect on financial condition.
D.7.2 Are not updated annually.
D.7.3 Do not protect the long-term health of the Co-op as described in the Financial Condition policy.
D.7.4 Do not provide for Board prerogatives as set forth in the Cost of Governance Policy.
D.8 Board-Staff Liaison Continuity – To protect the Co-op from sudden loss of the Liaison’s services, the Workers’ Assembly shall not permit the Co-op to be without a designated staff person(s) sufficiently familiar with Board and Liaison issues, documentation, and processes to be able to be accountable for business operations in a planned or emergency absence of the Liaison. This individual may not be an active Director.
D.9 Membership System – The Workers’ Assembly will not allow the Co-op to be without a growing number of member-owners or an efficient administration of membership benefits and responsibilities. Further, without limiting the scope of the previous statement by the following, the Workers’ Assembly shall not:
D.9.1 Fail to refer to the Board communications from member-owners or customers that pertain to the organization, policies, or structures of the Co-op.
D.9.2 Allow member-owners to be without education opportunities or a published newsletter.
D.9.3 Allow the database of member-owners, including addresses, telephone numbers, and membership status information to be out of date, unprotected or used for any purpose not consistent with the purpose and values of the Co-op.
D.9.4 Use information gathered through the POS (point of sale) register system except to improve service to the membership.
D.9.5 Sell or share the Co-op’s mailing list or information on member-owner shopping habits.
D.9.6 Allow member benefits to any member-owner not meeting her or his responsibilities.
D.9.7 Fail to refund the membership capital of any member-owner whose resignation has been received and processed by the Workers’ Assembly once new membership capital has been acquired.
D.9.8 Allow administration of the payment system such that less than ninety (90) percent of active joining members are current in payments.
D.10 Electronic Communications – The Workers Assembly will manage all electronic dissemination of public information to the membership, except for information that is under the purview of the Board of Directors. Further, without limiting the scope of the previous statement by the following, the Workers’ Assembly shall not fail to:
D.10.1 Provide member-owners with adequate notice of upcoming Co-op events.
D.10.1.1 Offer a current calendar or pub events for viewing and electronic subscription.
D.10.1.2 Post or update content as requested by the Board.
D.10.2 Provide opportunities to participate in or learn about the Co-op electronically.
D.10.2.1 Offer an option to join the Co-op.
D.10.2.2 Offer Co-op merchandise for sale.
D.10.2.3 Provide a mechanisms by which member-owners and the public can provide feedback to the Workers’ Assembly.
D.10.2.4 Ensure current versions of the Co-op’s bylaws, Board policies and minutes of Board and Members Assembly meetings are available electronically.
D.10.2.5 Maintain current information on Board members, including photos, biographies, and contact information.
D.10.3 Utilize the Co-op’s website and electronic mailing lists as the primary mechanisms to accomplish these objectives, and other folks of communication as appropriate.
D.10.3.1 Provide adequate notice of events scheduled by the Board to comply with the Co-op’s bylaws or accomplish member linkage.
D.10.3.2 Make information on the website easily accessible from the main page.