Fiddleheads Bylaws
Spring 2023 Proposed Bylaw Revisions:
Hello Fiddleheads Food Co-op Member-owners!
Your Board of Directors will be proposing a bylaw revision this spring and we want to give you a sneak peak, a heads up, a “check it out”, and hear your thoughts.
When our bylaws were adopted almost twenty years ago, employees of the co-op were specifically prohibited from serving on the Board of Directors. There were valid reasons for this. A big reason being the potential conflicts of interest that could exist when your boss, the General Manager, is now also the person you, as a Director, are in charge of hiring, firing, empowering, and holding accountable.
A lot can change in twenty years though. There is increasing interest in our peer co-ops for enabling employees to serve on Boards (our sister co-op in Willimantic has had a staff Director for decades!) There is an increasing interest among our staff at Fiddleheads for this change. And there is an increasing interest in our nation for giving employees more of a voice. And we would love to hear from you, our member-owners, about your thoughts on this issue!
In Germany, supervisory Boards of large companies are mandated by the government to have 50% staff representation on them. Some food co-ops have been experimenting with a hybrid model, where the co-op is owned by consumers and workers, with two different types of shares- a worker share and a consumer share. Our bylaw amendment proposal is more modest. After researching what other co-ops have been doing and talking to fellow co-operators we are proposing the following:
These proposals incorporate some of the practices co-ops have been using to allow employees to serve on the Board of Directors, while mitigating potential conflict of interest issues. Employees would still need to be member-owners to run for the Board. They would, like all other directors, be elected by and represent you, our member-owners and would not be representing the specific interests of staff. There will also be no requirement that a seat be filled by an employee. Co-ops we have talked to that require an employee to be on the Board sometimes have trouble finding someone to fill that seat.
We will also be exploring changing our Director benefits. Our volunteer Board of Directors currently receives a 10% discount on groceries in recognition of their service. We are considering changing this benefit to a modest stipend. We feel this would be a more equitable benefit as, in the current system, Directors who buy more groceries receive more benefit. This change will also provide employee Directors a benefit for Board service, as employees currently already receive a discount.
The Board is excited about this bylaw revision and feels it will be of great benefit to the co-op. If you have any questions or comments please email the Board at board@fiddleheadsfood.coop
We will also be hosting a virtual town meeting on Wednesday, April 19th at 6:30 PM where you can come and speak with us about this proposal.
A bylaw revision requires a vote by you, our member-owners. We intend to put this revision up for a vote during our Board election in May. You will be able to vote at the Annual Meeting, when voting begins, or virtually via our online ballot. More details to follow.
Yours in Co-operation,
Danny Spurr
Equity Policy Review Committee
Fiddleheads Board of Directors
Your Board of Directors will be proposing a bylaw revision this spring and we want to give you a sneak peak, a heads up, a “check it out”, and hear your thoughts.
When our bylaws were adopted almost twenty years ago, employees of the co-op were specifically prohibited from serving on the Board of Directors. There were valid reasons for this. A big reason being the potential conflicts of interest that could exist when your boss, the General Manager, is now also the person you, as a Director, are in charge of hiring, firing, empowering, and holding accountable.
A lot can change in twenty years though. There is increasing interest in our peer co-ops for enabling employees to serve on Boards (our sister co-op in Willimantic has had a staff Director for decades!) There is an increasing interest among our staff at Fiddleheads for this change. And there is an increasing interest in our nation for giving employees more of a voice. And we would love to hear from you, our member-owners, about your thoughts on this issue!
In Germany, supervisory Boards of large companies are mandated by the government to have 50% staff representation on them. Some food co-ops have been experimenting with a hybrid model, where the co-op is owned by consumers and workers, with two different types of shares- a worker share and a consumer share. Our bylaw amendment proposal is more modest. After researching what other co-ops have been doing and talking to fellow co-operators we are proposing the following:
- Adjust our bylaws to remove the prohibition on staff serving on the board.
- Adjust our bylaws to limit the number of staff who can be on the Board at one time to 2.
- Adjust our bylaws to state that a director elected as a consumer must vacate their seat if hired onto staff and director elected while on staff must vacate their seat if they leave their staff position.
- Include language in the bylaws prohibiting staff from serving as President or Vice-president.
- Devise policy around what constitutes conflict of interest on specific decisions. For instance, prohibiting employee directors from participating in GM compensation discussions.
- Have a robust onboarding process for employee directors that defines for them their role, responsibilities, and expectations.
These proposals incorporate some of the practices co-ops have been using to allow employees to serve on the Board of Directors, while mitigating potential conflict of interest issues. Employees would still need to be member-owners to run for the Board. They would, like all other directors, be elected by and represent you, our member-owners and would not be representing the specific interests of staff. There will also be no requirement that a seat be filled by an employee. Co-ops we have talked to that require an employee to be on the Board sometimes have trouble finding someone to fill that seat.
We will also be exploring changing our Director benefits. Our volunteer Board of Directors currently receives a 10% discount on groceries in recognition of their service. We are considering changing this benefit to a modest stipend. We feel this would be a more equitable benefit as, in the current system, Directors who buy more groceries receive more benefit. This change will also provide employee Directors a benefit for Board service, as employees currently already receive a discount.
The Board is excited about this bylaw revision and feels it will be of great benefit to the co-op. If you have any questions or comments please email the Board at board@fiddleheadsfood.coop
We will also be hosting a virtual town meeting on Wednesday, April 19th at 6:30 PM where you can come and speak with us about this proposal.
A bylaw revision requires a vote by you, our member-owners. We intend to put this revision up for a vote during our Board election in May. You will be able to vote at the Annual Meeting, when voting begins, or virtually via our online ballot. More details to follow.
Yours in Co-operation,
Danny Spurr
Equity Policy Review Committee
Fiddleheads Board of Directors
