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Global Ends

Village Co-op Market of Williamsville is a cooperative grocery business in Erie County. We are a community centered, member owned, locally focused business that models cooperative principles and practices. We seek to be a leader in social, environmental, and sustainable business practices among our local business community and food co-ops at large. 

End Results the Village Co-op Market of Williamsville works to sustain our vision to: 

1. Be recognized in the community as the best place for affordable healthy food, local products, and exceptional customer service. 

2. Provide exceptional food, making high quality, local, organic, and affordable food accessible to all segments of our community. 

3. Model sustainability and environmental responsibility at all Co-op facilities for the benefit of our member-owners, community, and the planet. 

4. Promote the development of a strong and sustainable local food system. 

5. Inspire and develop leadership, commitment, and passion within the organization, while modeling excellent employment practices. 

6. Maintain and upgrade facilities to meet community and operational needs that create a welcoming atmosphere.


Global Executive Constraint

The General Manager must not cause or allow any practice, activity, decision, omission, or organizational circumstance that are unlawful, imprudent, or in violation of commonly accepted business and professional ethics and practices, or in violation of the Cooperative Principles.


Financial Condition and Activities

With respect to the actual, ongoing financial conditions and activities, the General Manager (GM) must not cause or allow fiscal jeopardy to develop, key operational indicators to be below average for our industry (1) nor the Cooperative to be financially unprepared for future opportunities. 

Accordingly, the GM must not cause or allow: 

1. Sales growth to be inadequate. 

2. Operations to generate an inadequate net income. 

3. Liquidity (the ability to meet cash needs in a timely and efficient fashion) to be insufficient. 

4. Solvency (the relationship of debt to equity) to be insufficient. 

5. Growth in Ownership and/or Owner paid-in equity to be insufficient. 

6. The default on any terms that are part of the Cooperative’s loans. 

7. Late payment of contracts, payroll, loans or other financial obligations. 

8. The incurrence of debt other than trade payables or other reasonable and customary liabilities incurred in the ordinary course of doing business. 

9. The acquisition, encumbrance or disposal of real estate. 

10. Tax payments or other government-ordered payments or filings to be overdue or inaccurately filed. 11. The use of restricted funds for any purpose other than that required by the restriction. 

12. Financial record keeping systems to be inadequate or out of conformity with Generally Accepted Accounting Principles (GAAP). 

13. The failure to report to the Board at least quarterly on financial condition, net income, sales growth, and owner equity with the context of industry benchmarks and/or operating plan targets. 

The Financial Reports related to this policy will be monitored quarterly by internal report and annually by external report (review, audit or financial analysis).


(1)   Key Financial Indicators by Michael Healy

Planning and Financial Budgeting

Financial planning for any fiscal year (or for the remaining part of any fiscal year) must not deviate materially from the Board’s Ends priorities, risk fiscal jeopardy, or fail to be derived from a multi-year plan. Accordingly, the General Manager (GM) must not create, cause, or allow plans that: 

1. Risk incurring those situations or conditions described as unacceptable in the Board policies “Financial Condition and Activities” (B1) or “Asset Protection” (B3). 

2. Omit credible projection of revenues and expenses, owner investment and return, separation of capital and operational items, cash flow, and disclosure of planning assumptions. 

3. Contain insufficient details to support assumptions. 

4. Do not address industry benchmarks, excellence in business systems and operations, or otherwise do not provide context. 

5. Have not been tested for feasibility. 

6. Are not updated annually. 

7. Provide less for Board prerogatives during the year than is set forth in the Board budget. 

This policy will be monitored annually by internal report.


Asset Protection


The General Manager (GM) must not cause or allow assets to be unprotected, unreasonably risked, or inadequately maintained. Accordingly, the GM must not cause or allow: 

1. Equipment, facilities, and inventory to be inadequately insured, or otherwise unable to be replaced if damaged or destroyed, including coverage for any losses incurred due to business interruption. 

2. Unnecessary exposure of the Cooperative, staff or Directors to liability or lack of insurance protection from claims of liability. 

3. Inadequate security and maintenance of premises and property. 

4. Data, intellectual property, or files to be insufficiently protected from loss, theft or significant damage. 

5. Improper usage of Owners’ and customers’ personal or financial information. 

6. Uncontrolled purchasing or purchasing subject to conflicts of interest. 

7. Lack of due diligence in contracts and real estate acquisitions. 

8. Deposits or investments to be unreasonably risked. 

9. An absence of, and/or less than strict compliance with, written procedures established by the GM for the handling of cash. 

10. Funds to be received, processed or disbursed in violation with Generally Accepted Accounting Principles (GAAP). 

11. Damage to the Cooperative’s public image. 

This policy will be monitored annually by internal report, and by external report (review or audit) as needed, as determined by the Board.

Ownership Rights and Responsibilities


The General Manager (GM) must not cause or allow Member-Owners to be uninformed or misinformed of their financial investment in the Cooperative, or of their rights and responsibilities as Owners.

 Accordingly, the GM must not:

1. Create or implement an Owner equity system without the following qualities: 

a. The required Owner equity, or fair share, is determined by the Board. 

b. Member-Owners are informed that equity investments are i. at risk, and ii. Generally refundable, though the Board retains the right to withhold refunds when necessary to protect the Cooperative’s financial health. 

c. Equity will not be refunded if such refunds would lead to a net decrease in total owner paid-in equity, or would risk, cause or exacerbate non-compliance with any Financial Condition policy. 

2. Implement a patronage dividend system that does not: 

a. Qualify distributions as patronage dividends consistent with applicable state and federal laws, Generally Accepted Accounting Principles, and Cooperative Principles. 

b. Allow the Board to examine a range of options and implications, so the Board can make a timely determination each year concerning how much, if any, of the Cooperative’s net profits will be allocated and distributed to Owners. 

3. Fail to ensure maintenance of accurate and current Member-Owner records, including name, address, equity payments, and eligibility for benefits and voting. 

4. Operate without an Ownership program that: 

a. Ensures regular recruitment of new Owners. 

b. Recruits a diverse Ownership which reflects the diversity of the community. 

c. Engages Member- Owners through education and outreach, and solicits Member-Owner input on significant Ownership benefits changes. 

d. Provides Member-Owners with prompt and reasonable access to the Cooperative’s information. 

e. Publicizes to member-Owners the benefits to which they are entitled. 

f. Builds a sense of community among Member-Owners and customers. 

g. Encourages and is respectfully responsive to owner ideas, initiatives, and contributions. 

This policy will be monitored annually by an internal report.


Treatment of Customers


The General Manager (GM) must not be unresponsive to customer needs. 

Accordingly, the GM must not: 

1.     Cause or allow an unsafe shopping experience for our customers. 

2.    Cause or allow an unpleasant shopping experience for our customers, including but not limited to, the following examples: 

a. Allow a customer experience that is not welcoming and inclusive.

b. Ensure adequate training for staff 

c. Ensure cleanliness and safety of the store 

4. Operate without a system for communicating relevant information to customers about store operations, products, educational opportunities, and the benefits of Ownership. 

5. Operate without a system for soliciting and considering customer opinion regarding  preferences, product requests, complaints and suggestions.

6. Operate without written policies for handling customer misconduct that includes an appropriate range of responses


This policy will be monitored annually by an internal report.


Staff Treatment and Compensation

The General Manager (GM) must not treat staff in any way that is unfair, unsafe, or unclear. 

The GM must not: 

1. Operate without written personnel policies that: 

a. Clarify rules for staff. 

b. Provide for fair and thorough handling of workplace conflicts. The Board should not be included as a participant in the conflict resolution process. 

c. Are accessible to all staff. 

d. Inform staff that employment is neither permanent nor guaranteed. 

e. Encourage employees to report unethical or illegal behavior. 

f. Provide for fair and thorough handling of workplace conflicts.  

2. Prevent any employee from reporting unethical or illegal activity to the board, or discriminate or retaliate against any employee for reporting unethical or illegal behavior or activity. 

3. Cause or allow personnel policies to be inconsistently applied.

4. Provide inadequate documentation, security and retention of personnel records, and all personnel related decisions. 

5. Establish compensation and benefits that are internally or externally inequitable. 

6. Change the GM’s own compensation and benefits, except as those benefits are consistent with a package for all other employees. 

7. Cause or allow staff to work without sufficient training to ensure their safety and ability to execute their responsibilities.

Communication to the Board

The General Manager (GM) must not cause or allow the Board to be uninformed or unsupported in its work. 

The GM must not: 

1. Submit monitoring reports that are untimely, incomplete, inaccurate, or that lack operational definitions (metrics and benchmarks) and verifiable data directly related to each section of the policy. (2)

2. Report in an untimely manner any actual or anticipated noncompliance with any Board policy, along with a plan for reaching compliance and a proposed schedule regarding follow-up reporting. 

3. Fail to inform the Board of relevant legal actions, media coverage, trends, public events of the Cooperative, or internal and external changes. 

4. Withhold from the Board relevant information from or about key partners including NCG, including (but not limited to): reports about industry trends, operational audits, risk assessment and joint liability, program participation, and owner agreements. 

5. Fail to inform the Board if the GM believes the Board is not in compliance with its own policies on Governance Process and Board-Management Delegation, particularly in the case of Board behavior that is detrimental to the work relationship between the Board and the GM. 

6. Deal with the Board in a way that favors or privileges certain directors over others except when responding to officers or committees duly charged by the Board. 

7. Fail to supply all decisions delegated to the GM yet required by law, regulation, or contract to be Board-approved for the Board’s consent agenda. 

This policy will be monitored annually by an internal report.

(2)   Monitoring Reports: Definitions of the Important Components by Michael Healy

Board Logistical Support

The General Manager (GM) must not allow the Board to have inadequate logistical support. 

The GM must not: 

1. Provide the Board with insufficient staff administration to support governance activities and Board communication. 

2. Allow the Board to be without a workable mechanism for official board, officer or committee communications. 

3. Allow directors to be without an updated copy of the Policy Register and the Bylaws. 

4. Provide inadequate information and notice to member-owners concerning Board actions, meetings, activities and events. 

5. Allow insufficient archiving of Board documents. 

6. Operate without a crisis communication plan that includes communication protocols for the Board. 

This policy will be monitored annually by an internal report.

Emergency GM Succession/Continued 

To protect the Cooperative from the loss of the General Manager’s (GM) services, the GM must not fail to provide for the continued operation of the Cooperative in the event of their absence, whether that absence is planned, unplanned, or permanent. 

Accordingly, the GM must not: 

1. Have less than one other manager sufficiently familiar with Board and GM issues and processes to enable them to take over with reasonable proficiency as an interim successor. 

2. Fail to establish a “chain of command” for all key management functions to be used any time the GM is unable to serve because of a planned or emergency absence. 

3. Fail to notify the Board should a change in the emergency succession plan occur. 

This policy will be monitored annually by an internal report.

Global Governance Commitment

The governance of the Cooperative is vested in the Board of Directors. The Board has a fiduciary obligation to the Cooperative and its Owners as a whole. 

Acting on behalf of our Owners, the Board shall:

a: assure that the values, purpose, and mission of the Cooperative are properly carried out

b: set the policies and direct the affairs of the Cooperative

c: exercise its authority in the interests of the Cooperative

d: oversee the financial condition of the Cooperative 

e: ensure good conditions of employment. 

In fulfillment of this charge, the Board is committed to rigorous, continual improvement of its ability to define the Cooperative’s values and vision.


Governing Style

We will govern in a manner consistent with the Four Pillars of Cooperative Governance (Teaming, Accountable Empowerment, Strategic Leadership, Democracy (3).

 In order to do this, we will: 

1. Be a strategic leader by developing insight and foresight to set direction and facilitate movement in that direction. 

2. Ensure effective systems of delegating authority to professional management, holding the use of that power accountable, and clearly distinguishing between board and management responsibilities. 

3. Maintain team discipline, authority and responsibility. 

4. Obey all relevant laws and bylaws. 

5. Practice the habits of a successful democracy(4)

6. Maintain a commitment to diversity, equality, and inclusion (5)

5. Foster an environment that encourages deliberation amongst Board members. 

6. Monitor and discuss the Board’s process and performance at least quarterly. 

7. Ensure continuous improvement through regular training and education. 

8. Establish procedures to preserve institutional memory and ensure the continuity of governance. 

9. Set and review annual Board goals. 

This policy will be monitored annually through Board self-evaluation.

(3)   Four Pillars of Cooperative Governance by Marilyn School and Art Sherwood

(4)   Democracy in Cooperatives by Michael Healy

(5)   Incorporating Anti-Racism, Diversity, Equality and Inclusion (DEI) Into Board Policies: A CBLD Field Guide by Marilyn Scholl and Thane Joyal


The Board’s Job

The Board’s job is to govern successfully, and to practice, protect, promote, and perpetuate a healthy democracy for our Cooperative. 

Accordingly, the Board will: 

1. Create and sustain a meaningful relationship with Owners. 

a. Educate itself regarding the values and common interests held by Owners. 

b. Ensure that the Board represents the needs of Owners and that their common interests are reflected in our vision and put into practice. 

c. Report regularly to the owners on the Board’s activities, decisions, current issues facing the Cooperative and compliance with policies. 

2. Hire, compensate, delegate responsibility to, and hold accountable a General Manager (GM).

a. Use a strategic process to establish the value of GM compensation, and complete this process in a timely manner. 

3. Assign responsibility in a way that honors our commitment to empowerment and clear distinction of roles.

4. Rigorously monitor operational performance in the areas of Ends and Executive Limitations, and Board performance in the areas of Board Process and Board-Management Relationship. 

5. Perpetuate the Board’s leadership capacity using ongoing education and training, a robust recruitment, qualification and nomination process, and fair elections. 

6. Perform other duties as required by the By-laws or because of limitations on GM authority. 

This policy will be monitored annually through Board self-evaluation.

Agenda Planning

The Board will follow a strategic work plan and an annual agenda. 

Accordingly, the Board will: 

1. Create, and modify as necessary, an annual calendar that includes tasks and events related to our work plan, Ownership meetings, Board training schedule, monitoring schedule, and the GM evaluation and compensation decisions as outlined in our Board-Management Relationship policies. 

2. Follow Board meeting agendas determined by the Board President. 

a. The agenda and materials for review will be sent prior to the Board meeting. 

b. An agenda may be modified at the meeting by a majority vote of the Board. 

c. Any Director may request an item be added to an agenda by contacting the President in a timely manner. 


This policy will be monitored annually through Board self-evaluation.


Board Meetings

Board meetings are for the task of getting the Board’s responsibilities completed done. (6)

1. We will use Board meeting time only for work that is the whole Board's responsibility. We will avoid committee issues, operational matters, personal concerns and other topics that are not the highest and best use of our time. 

2. Meetings will be open to the Ownership except when the executive session is officially called. 

a. We may occasionally use executive sessions to deal with confidential matters (such as personnel or legal matters) as long as the purpose of the session is stated. When possible, the announcement of the executive session should be on the published agenda. 

3. We will seek consensus through discussion. We will then finalize and document decisions through the use of motions, seconds and majority vote. (7)

4. If we must make a decision outside of a regular meeting, that decision must be unanimous and affirmed in writing by all directors. We will include a record of that decision in the minutes of the next regular meeting. 

(6)   Board Decisions Between Meetings by Michael Healy

(7)   Board Meeting Packets: A CBLD Field Guide by Michael Healy

Board Voting Policy 

1. A majority of the Board may determine whether circumstances require an immediate decision on the matter; if the Board shall so determine, then the matter shall be voted on during the current meeting and a majority vote of the Board shall be sufficient to decide the matter. 

2. Votes are taken by a show of hands. Board members may vote for or against a matter, or may abstain. 

a. A Board Member may be present at a meeting, and vote, through the use of any means of communication whereby all persons participating can hear and communicate with each other during the meeting. 

3. Decisions may be made by the Board without a meeting if consent in writing (including e-mail or other electronic communication) is signed by all Directors who would be eligible to attend and vote at a regular meeting of the Board. 

a. All proposed decisions to be made without a meeting must be stated in the request for consent which is sent to all Directors. 

b. Any decisions made in this manner must be recorded and posted as meeting minutes in the same manner as if the decisions were made at a regular Board Meeting. 

4. Once a matter has been decided all Directors are bound by the decision, and must publicly support the decision, irrespective of personal opinion. 

Refer to Appendix 2 for more information. 

This policy will be monitored annually through Board self-evaluation.


Directors’ Code of Conduct

We each commit ourselves to ethical, professional, and lawful conduct. 

1. Every Director is responsible at all times for acting in good faith, with care and prudence, and in a manner which they reasonably believe to be in the best interests of the Cooperative. 

2. Directors must demonstrate unconflicted loyalty to the interests of the Cooperative. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups, membership on other Boards or staffs, and the personal interest of any Director acting as an individual consumer or member-employee. 

a. There will be no self-dealing or any conduct of private business or personal services between any Director and the Cooperative except as procedurally controlled to assure openness, competitive opportunity, and equal access to inside information. 

b. Annually, each Director must complete the “Code of Conduct Agreement” (9) and will verbally report to the whole Board any actual, potential or perceived conflicts. Any subsequent actual, potential or perceived conflicts of interest must be reported to the Board immediately. 

c. When the Board is to decide on an issue about which a director has an unavoidable conflict of interest, that director shall abstain from the conversation and the vote. 

d. A director who applies for employment at the Cooperative must first resign from the Board. 

3. Directors may not attempt to exercise individual authority over the organization. 

a. When interacting with the GM or employees, Directors must carefully and openly recognize their lack of authority. 

b. When interacting with the public, the press, or other entities, Directors must recognize the same limitation and the inability of any Director to speak for the Board except to repeat explicitly stated Board decisions. 

4. Directors will respect the confidentiality appropriate to issues of a sensitive nature and must continue to honor confidentiality after leaving Board service. 

5. Directors will prepare for, attend, and participate fully in all Board meetings and applicable training. 

6. Directors will support the legitimacy and authority of the Board’s decision on any matter, irrespective of the Director’s personal position on the issue. 

7. Any Director who does not follow the code of conduct policy may be removed from the Board by a 2/3 majority vote of the remainder of the entire Board.


This policy will be monitored annually through Board self-evaluation.

(9) Code of Conduct Agreement


Officers’ Roles

We will elect officers in order to help us accomplish our job. 

1. No officer has any authority to supervise or direct the GM. 

2. Officers may delegate their authority but remain accountable for its use. 

3. The president ensures the Board functions well and in accord with our policy agreements. 

a. The president is authorized to make decisions that are consistent with Board Process and Board-Management Relationship policies in order to facilitate the Board’s functioning. 

b. The president will chair and set the agenda for Board meetings. 

c. The president plans for leadership (officer) perpetuation. 

d. The president may represent the Board to outside parties. 

4. The vice-president will perform the duties of the president if the president is unable to do so. 5. The treasurer is responsible for supporting the board in all finance-related board work. 

a. The treasurer will lead the Board’s process for creating and monitoring the Board’s (not the Cooperative’s) budget. 

b. The treasurer will facilitate the Board’s understanding of the financial condition of the Cooperative. 

c. In addition, the treasurer will help prepare a financial report that will be presented at the annual meeting of the owners of the Cooperative. 

6. The secretary will make sure the Board’s documents are accurate, up to date, and appropriately maintained. 

a. The secretary will write the draft and final versions of any new policy or committee charter. 

7. The President and Secretary shall have authority to sign all documents within the scope of the implied or express authorization of the Board, state and federal law, and the Articles of Organization and By-laws of the Cooperative.


Board Committee Principles

We will use Board committees only to help us accomplish our job. 

1. The Board will establish, annually review, and control committee responsibilities in written committee charters. 

a. We will carefully state committee expectations and authority to make sure they do not conflict with authority delegated to the General Manager. 

2. Committees will reinforce and support Board holism. 

a. In particular, committees help the Board by researching and presenting options and information. 

b. If Board decisions are required, a Committee report will present options and recommendations. 

c. Committees will present financial data (budgets, spending) as requested. 

3. Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. 

a. The appointment of any committee shall not relieve the Board of its responsibilities in the oversight of the Cooperative. 

4. Committees may invite non-owners, such as content advisors, or non-shareholding employees to participate in committee work. 

This policy will be monitored annually through Board self-evaluation.

Governance Investment

We will invest in the Board’s governance capacity. 

1. We will make sure that Board skills, methods and supports are sufficient to allow us to govern with excellence. 

2. We will incur governance costs prudently, though not at the expense of development and maintenance of superior capability. 

a. We will use training and retraining liberally to orient new directors and Board candidates, as well as to maintain and increase existing directors’ skills and understanding. 

b. We will arrange outside monitoring assistance as necessary so that the Board can exercise confident control over organizational performance. 

c. We will use outreach mechanisms as needed to ensure our ability to listen to owner viewpoints and values. 

d. We will use professional and administrative support as needed. 

3. We will develop the Board’s annual budget in a timely way so as to not interfere with the development of the Cooperative’s annual budget. We will complete this work in accordance with our by-laws. Or by a set month?

This policy will be monitored annually through Board self-evaluation.


Global Board-Management Connection

The Board’s sole official connection to the operations of the cooperative will be through the General Manager. We will strive to be an excellent employer to the GM, our sole employee, cultivating a relationship rooted in equality, respect and mutual support.  In delegating authority to the GM, we acknowledge the GM’s expertise and we will work collaboratively and transparently with the GM in addressing any issues as they arise.


Unity of Control

Only officially passed decisions and policies of the Board are binding on the General Manager (GM). Accordingly: 

1. Decisions or instructions of individual Directors, Officers, or committees are not binding on the GM except in rare instances when the Board has specifically authorized this power. 

2. In the case of Directors or committees requesting information or assistance without Board authorization, the GM can refuse or defer any requests that, in the GM’s opinion, may disrupt operations or require too much staff time or resources. All requests for information will be made to the GM and not to staff.


Accountability of the GM


As the Board’s sole official link to the operating organization, the General Manager (GM) is accountable for organizational performance and exercises all authority transmitted into the organization by the Board. All authority and accountability of staff, as far as the Board is concerned, is considered the authority and accountability of the GM. 


1. The Board will view the GM’s performance as identical to organizational performance so that organizational accomplishment of Board-stated Ends and compliance with Executive Limitations Policies will be viewed as successful GM performance. 

2. The Board will never give instructions to persons who report directly or indirectly to the GM, with the exception of staff whose job description includes facilitating the Board’s work. This does not prevent collaboration by the Board and staff as authorized by the GM. 

3. The Board will refrain from evaluating, either formally or informally, any employee other than the GM


Delegation to the GM

The Board will instruct the General Manager (GM) through written policies that prescribe the organizational Ends and Executive Limitations to be achieved and describe organizational situations and actions to be avoided, and will allow the GM to use any reasonable interpretation of these policies. Accordingly: 

1. As long as the GM uses any reasonable interpretation of the Board’s Ends and Executive Limitations policies, the GM is authorized to establish all further policies, make all decisions, take all actions, establish all practices and develop all plans for the Cooperative. This does not prevent the Board from obtaining information about activities in the delegated area. 

2. The Board will support the GM’s choices as long as those choices are based on reasonable interpretations of Board policies. 

3. The Board may change its policies on Ends or Executive Limitations, but not retroactively. 

4. Any requests by the Board for information on topics within the GM’s responsibility will be made clear and delivered to the GM in a timely manner to allow for proper preparation of a response.


Monitoring General Manager Performance

The Board will systematically and rigorously monitor and evaluate the GM’s job performance compared to expectations set forth in Board policies. 


1.     The Board’s policy monitoring process is the foundation of our annual evaluation of the GM (9), (10)

a.     In January of each year, the Board will review a summary of the monitoring reports received during the previous 12 months. (11)

b.     The Board will invite the GM into a conversation to share additional relevant information and clarifications.

c.      Based on the review of the reports and the conversation, the Board will present an evaluation letter to the GM. That letter will constitute the Boards full evaluation and it will be delivered no later than February 15th.monitor all policies that instruct the GM. The Board can monitor any policy at any time and by any method but will ordinarily follow the schedule outlined in the Board Annual Calendar. 

2. The Board will acquire monitoring information by one or more of three methods: internal report, in which the GM discloses policy interpretations and compliance information to the Board; external report, in which an external, disinterested third party selected by the Board assesses compliance with Board policies; or

c. Rarely by direct Board inspection, in which a designated Director or committee assesses compliance with the policy. 

3. The Board’s swill accept that the GM is in compliance with a policy if the monitoring report includes reasonable interpretation, including metrics and benchmarks, and adequate data that demonstrate accomplishment of that interpretation 

a. Measuring incremental progress towards long-term outcomes is appropriate for Ends policies, and monitoring reporting requires prior establishment of (1) a baseline or history for comparison, (2) a reliable and credible measurement technique, and (3) a short-term (12-month) target. 

4. The GM will provide quarterly financial reports and a fiscal year-end financial report.

5. The GM shall report any financially or operationally critical non- compliance to the Board no later than five days after learning of the noncompliance. Other instances of noncompliance shall be reported no later than the next Board meeting when the policy in question is scheduled for monitoring. 

6. The Board will conduct an annual evaluation of the GM using information presented in the prior year’s monitoring reports; feedback from staff, management, and Board members; a self-evaluation from the GM; and/or any other sources the Board deems useful. Additional reviews by the Board will be performed as deemed necessary. 

(9)    Discussion and Process Guide for GM Evaluation by Marilyn Scholl

(10) Evaluating the General Manager by Mark Goehring and Carolee Colter

(11) Annual Monitoring Report Checklist Sheet

Board Responsibilities in GM Absence 

In the event of an emergency absence of the General Manager (GM), the Board will strive to ensure that the Cooperative’s daily operations continue in compliance with these policies and with the least possible inconvenience to staff, Owners, customers, and vendors. 


1. In the event the Board determines that the GM is unable to perform their duties, the Board shall meet within five (5) days to discuss the status of the GM and the designated Interim General Manager (IGM), as specified by the GM in accordance with Board policy “Continued Operation” (B9). 

a. At the special meeting, the Board will develop an expected timeline for the return of the GM or the search for a successor; 

            i. either appoint the GM’s designated IGM to assume the responsibilities of the GM, or appoint another person as IGM to assume those responsibilities; 

ii. instruct the IGM to principally focus on maintaining existing operations and implementing current goals, rather than commencing new projects or significantly changing strategies, except as conditions warrant new responses

iii. establish a plan for internal communications for Cooperative staff, and external communications with owners, vendors, press, and the general public; 


The GM’s choice of IGM shall be reviewed and approved annually by the Board in connection with the monitoring report for Board policy “Continued Operation” (B9)

Village Co-op Market of Williamsville CODE OF CONDUCT AGREEMENT 






A: Code of Conduct: The following Code of Conduct summarizes the responsibilities and spirit of a Village Co-op Market of Williamsville Co-Op Board Director (director). As a director of the Village Co-op Market of Williamsville

I pledge to do my best for the Co-Op and will: 

a.  Attend all regular and special board and committee meetings and if unable to attend provide as far advance notice as possible; 

b. Be prompt, attentive, and prepared for all board and committee meetings; 

c. Commit to starting and ending all board and committee meetings on time; 

d. Contribute to and encourage open, respectful, and thorough discussions by the board; 

e.  Enhance board understanding and cohesiveness, attend and actively participate in the board’s training sessions and general governance responsibilities; 

f.  Consider the business of the Village Co-op Market of Williamsville and its members to be confidential in nature; 

g. Disclose any personal or organizational conflict of interest in which one may be involved, and refrain from discussing or voting on any issues related to that conflict (excusing oneself when they feel the discussion or vote poses a conflict of interest); 

h. Be honest, helpful, diligent, and respectful in dealings with the Co-Op, other directors, and the Co-Op’s management, member-owners, and future staff; 

i. Refrain from becoming financially involved or associated with any business or agency that has interests that are, or could be perceived to be, in conflict with the Co-Op’s interests; 

j. Work for continued and increased effectiveness in the Co-Op’s ability to serve its member-owners; 

k. Be a team player and agree to abide by the majority action of the board (per the bylaws), even if it is not one’s own personal opinion; 

l. Present the agreed-upon view of the board of directors (“one voice”), rather than one’s personal voice when speaking on behalf of the Co-Op to member-owners, future employees, future shoppers, and the general public; 

m.  Refrain from asking for special privileges as a board member; 

n. Work to ensure that the Co-Op is controlled in a democratic fashion and that all elections are public, fair, and open to the participation of all members; 

o. Strive at all times to keep members informed of the Co-Ops status and plans and of the board’s work; 

p.  Continually seek opportunities to learn more about the Co-Op and its operations and about responsibilities as a board member. It is the overall board’s responsibility to do the following to ensure board code of conduct & commitment: 

q.  Set advanced meeting schedule to be determined and agreed upon by the board; 

r.   Keep board meetings on task (including starting and ending on time as often as possible); 

s. Provide opportunities for remote participation in board meetings, if technology allows; 

t. Identify items in need of review or action in email, text, or verbal communication (i.e. “Please vote / respond / provide input / edit / etc…”); 

u. Document board decisions and their resolutions (i.e. motions, seconds, in favor, opposed, date, what was decided, etc.); ●

v. Provide the board with a copy of these board policies; 

w. Provide adequate board training for board members (to be developed by the working board for future boards); and 

B: CODE OF ETHICS: The following Code of Ethics clarifies any uncertainty regarding the authority of the Board of the individual Directors. This Code of Ethics is proposed to create greater unanimity and closer coordination between Directors and among Directors, the future General Manager, and future employees. To that end, the Village Co-Op Market of Williamsville Board of Directors, agree that: 

1. The Board’s authority is limited to overseeing the affairs of the cooperative in a manner consistent with Policy Governance.      

a. Once hired, the General Manager will be responsible for the overall and day-to-day management of the business under the oversight of the Board. 

b. The Board will work with the future General Manager to set the future direction of the Co-Op. 

c.  The Board will be responsible for carrying out other duties as provided by the Bylaws or by general or specific corporate laws. 

2.     Each Director’s authority is equal only to the rights and authority of any individual member- owner of the Co-Op except when the Board is in formal meeting. 

a.     No individual Director may take action on behalf of the Co-Op alone unless explicitly delegated that authority by action of the Board. 

b.     No individual Director has any particular rights to information not made available to all Directors. 

3.     The authority of the General Manager, as approved by the Board in the General Manager’s job description will be to manage the affairs of the Village Co-Op Market of Williamsville. 

a.      The General Manager will employ, supervise, and discharge all employees, agents and laborers and engage in all negotiations and discussions on behalf of the cooperative as necessary and/or directed by the Board. 

4.     While Directors may disagree with a policy approved by or action taken by the majority of the Board, they will support that policy or action as being the considered judgment of the Board. 

a.     An individual Director shall have the right to present further evidence and argument to the Board for further consideration in a manner consistent with the Board’s practices. 

b.     The Board shall have the duty to reconsider its actions appropriately. 

5.     All Directors will maintain confidentiality as needed to protect the Butte Food Co-Op’s interests and financial viability. 

a.      The Directors shall not discuss confidential corporate actions, policies, or issues with the Co-Op’s member-owners, employees or the general public unless all Directors agree that such information is no longer confidential. 

b.      Board meeting packets and all issues related to personnel, real estate, market strategy 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. 

6. Directors serve as representatives of the Butte Food Co-Op. 

a.     The Board shall conduct ourselves in a professional manner that fosters confidence and reflects positively on the co-op, its member-owners, and its staff. 

b.     The Board will respect the rights of others – Directors, staff and member-owners – to communicate their ideas free from interruption and without intimidation. 

c.       The Board will follow the Code of Ethics as written in 



Board members shall not engage in any transaction or activity that may represent a competing or conflicting interest with that of the Village Co-op Market of Williamsville. Below, Board members will identify any potential conflicts of interest. 


Violations of the Conflicts of Interest Policy: If the governing board or committee has reasonable cause to believe a board member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief. Such members will be afforded an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Disclosure of Conflicts: The following are all of my business, financial, and organizational interests that could be construed to be related to the mission, vision, values, or operations of the Village Co-op Market of Williamsville. 

Business Interests: Please list any proposed business dealings between the Village Co-op Market of Williamsville. and you, your family members, and/or entities. Describe each such relationship listed and the actual and potential financial benefits as you can best estimate them. If none, please leave blank. 

Financial Interests: Please list all corporations, partnerships, or other entities in which you have a material financial interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 

1.      An ownership or investment interest in any entity with which the Organization has a transaction or arrangement; 

a.      A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or 

b.      A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. 

Organizational interests, affiliations, and/or positions held: Please list all corporations, partnerships, associations or other organizations of which you are an officer, director, trustee, partner, or employee, and describe your affiliation with such entity. If none, please leave blank. 

_____(initials) I attest that I am not engaged in nor do I intend to be in engaged in any activity that puts the Co-Op in legal or financial jeopardy. 


_____(initials) I understand that if I knowingly engage in any transaction or activity that may represent a competing or conflicting interest or that puts the Co-Op in legal or financial jeopardy, that I will not be able to continue my term on the Board. 


D: STATEMENT OF AGREEMENT As a Director of the Village Co-op Market of Williamsville, I agree to the above codes and policies outlined above. I understand that as a member of the Board of Directors of the Village Co-op Market of Williamsville that I have a legal and ethical responsibility to ensure that the organization does the best work possible in pursuit of its goals and objectives. I believe in the purpose and the mission of the organization, the Village Co-op Market of Williamsville as a member-owner, member-run, and community focused cooperative grocery store that provides access to high-quality, locally-sourced, healthy, and delicious foods. I will act responsibly and prudently as its steward. My behavior as a board member will be consistent with the values and mission of the organization. I understand that if I am in violation of any of the above codes or disclosures that corrective action may be taken by the Board of Directors. 

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