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  • D. Maurice Kreis

The Co-op Saga Continues

Why am I continuing to write about the Hanover Consumer Cooperative Society, also known as the Coop Food Stores of Hanover and Lebanon in New Hampshire and White River Junction in Vermont (plus auto service centers in Hanover and Norwich, Vermont)? Here's why I can't seem to walk away:


-- The "cooperative proposition" is just so compelling. It's the idea that a business could be owned and democratically controlled (via an elected board) by the people who use it. No outside shareholders extracting wealth from the community, the employees, or the customers. This framework, which coalesced 186 years ago in Rochdale, England, is the original embodiment of what is now known as "corporate social responsibility," unimpeded by any imperative to enrich investors.


-- We are in the middle of a pandemic, dammit -- one that has reduced communities to their knees, crippled the economy, left so many people in misery, and freaking out everybody. Cooperatives were made for this moment -- made to come to the aid of those in need, just like they did in the Great Depression.


-- This particular cooperative -- the Hanover Consumer Cooperative Society -- is the crown jewel in the U.S. community of coop grocers. It's been around since 1936 (see reference to Great Depression above). It's the second biggest food co-op in the U.S. (and the biggest one, which I won't name here, has basically abandoned any pretense of being a real cooperative -- it's a grocery chain). It has been the very soul of its community, a major employer (a rare source of real opportunity for people who lack graduate training of the sort requires by the Dartmouth empire), and an incubator of great social initiatives.


-- We who care about consumer co-ops have to figure out how to get this, by which I mean democratic cooperative governance, via an elected board of directors, right! Check out this fascinating little book -- free to download -- for the sad tale of the Berkeley Food Co-op, which once had 116,000 members but which had disappeared by 1990, the victim (at least in large part) of a board that could not govern effectively. I served on the Board of the Hanover Co-op from 2003 to 2013 and again in 2017 and 2018, and I'm here to testify that this Board has been in a struggle to figure out how to work effectively, in partnership with the Co-op's general manager, since well before I became a member in 1997.


So, here's the latest. The Board is holding yet another special meeting, this evening (September 17) at 7:00 p.m via zoom. There has been no public announcement about whether the Board has figured out how to do what it sorely needs to do: come to terms with acting General Manager Paul Guidone, who has publicly stated he will walk away on September 25 -- a week from now -- if he and the Board cannot come to agreement on the governance reforms he is seeking in order to fix the relationship between the Board and the General Manager.


The agenda for the September 17 special Board meeting is irritatingly opaque. First there is a "disciplinary matter" to be discussed in executive session (i.e., privately). That's a new and inscrutable development. Then there's another agenda item, this almost as inscrutable but not scheduled for executive session: "Letter of Intent for General Manager Position." Then comes another executive session, this time to discuss a "personnel matter." That's it -- the whole meeting (other than member comment at the beginning.)


We members of the Hanover Consumer Cooperative Society should cut our elected Board some slack here. It's obviously dealing with difficult and sensitive matters; basically, they are negotiating a contract with the general manager they are trying to retain. (Or, at least, I think that's what is still going on.) With apologies to Valley News columnist Jim Kenyon and others of my fellow transparency mavens, I think otherwise publicly accountable boards (e.g., this board, municipal selectboards, etc.) should not be expected to negotiate in public. That's simply not an effective way to conduct negotiations with anyone about anything.


But there are limits! The Co-op Bylaws not once but twice stress that the members of the Co-op have the right to attend Board meetings. The Bylaws also specifiy that the Board can't actually decide anything in executive session, it can only talk about matters in executive session. The Board is (though surely not intentionally) making a mockery of that member right in this situation, given the need to hold the meeting virtually (via the zoom platform). Assuming it's appropriate to discuss a "disciplinary matter" in private, how would a Co-op member interested in attending this meeting know when the executive session is over and the Board has returned to regular session?


Speaking of "disciplinary matter," I have no idea what that means. But, at the risk of getting myself in trouble again for drawing inferences from regrettably opaque language, I speculate that this refers to a member of the Board (as opposed to an employee of the Co-op, including the general manager) being in trouble for something. An employee-related situation would surely be described as a "personnel matter."


If I am right, this is a matter that should not be discussed in executive session. It's one thing to talk behind closed doors about HR matters; they have serious implications for peoples' careers and economic security. But Board members are elected representatives of the members. It is frighteningly easy for a majority of the Board to gang up, in arbitrary fashion, on a director they don't like. Article 5 Section 5 of the Bylaws: "If a majority of the full Board determines that any Director is not properly discharging his or her duties to the Cooperative, the Director may be removed from the Board of Directors by a vote of seven Directors." The members of the Co-op have the right to know whether a majority of the Board is abusing, or seeking to abuse, its authority to remove directors with minority views.


The only way for that kind of accountability to happen is for "disciplinary matters" related to the Board itself to be discussed in public rather than executive session. I say that as someone who was hounded off the Board in July 2018 by just such a rogue majority. I was silent about it then -- I did not want to drag my good name through the mud even though I did nothing wrong -- but if something like that is again going down now, I most assuredly will not stay quiet in my capacity as a longtime and concerned member of this great cooperative.


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