First, the good news. At the September 17 special meeting of the Board of the Hanover Consumer Cooperative Society, the Board approved a "letter of intent" that largely capitulated to the governance-related demands of General Manager Paul Guidone, persumably so as to get him to take the job on a permanent basis. The letter suggests that Paul will agree to stay for at least three years, although the document itself stresses at least twice that it is not contractual in nature . . . just an expression of the Board's intention and Paul's intention (assuming he signs the letter) to proceed in good faith.
Interestingly, Director Nick Clark was the sole dissenting vote. "This process has been backwards," he said, alluding to secret meetings of the Board (i.e., meetings that were not disclosed to the membership) and straw polls conducted during such meeting (in contravention of the requirement in the Bylaws that decisions be made in regular sessions of the Board that members are able to attend. The Board's decision on the letter of intent, said Nick, was "very rushed and I feel like there hasn't been enough deliberations."
He has a point.
In any event, at the VERY end of the Board meeting, the Board voted 7-3 to "reissue an offer letter" to Paul as the permanent General Manager of the Co-op. Regrettably, and arguably in a matter not consistent with the Bylaws, the Board took its vote anonymously, so we don't know who the seven "yes" voters and the three "no" voters were.
Here's the bad news -- or, more precisely, more bad news for a coop transparency maven like me. The Board resolved its "disciplinary matter" by approving a "warning" to a director for violating confidentiality obligations. The identify of the director so admonished was not disclosed. I think the membership has the right to know which director erred in this fashion. That's the point of the bylaws requirement that decisions not be made in executive session. The Board has succeeded in circumventing the requirement by effectively making this particular decision privately and then just voting on a vaguely worded resolution in front of the membership.
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