Board of Directors application packet

Board Candidate Application Packet

updated January 2018

Table of Contents

Introduction / Letter to Potential Candidates
Candidates’ Frequently Asked Questions / 2
3
Application / Biographical Information Form
Responsibilities of Board Members
Expectations of Board Members
Qualifications of a Board Member
Statement of Agreement
Working Agreement / 6
7
8
9
10
13
Appendix / Cooperative Principles
Cooperative Values
Basic Principles of Policy Governance / 15
16
17

Dear Prospective Board Candidate,

Thank you for your interest in serving on the Green Top Grocery (GTG) Co-op Board of Directors. We ask that you read over the enclosed information carefully before filling out the application. Please feel free to contact us with any questions that you may have; we look forward to meeting you!

The Owners of GTG elect Board members during an election season (see Bylaws, available at All candidates must be Owners in good standing. The GTG Board officially endorses candidates who meet a minimum set of qualifications. This endorsement process helps both candidates and the Board by ensuring that candidates understand the Board’s work before committing to serve. To receive an endorsement from the Board of Directors you must:

(1)Attend at least one regular meeting of the Board of Directors which are currently held on the fourth Tuesday of each month at 7:00pm.

(2)Agree to abide by the Director's Code of Ethics and Code of Conduct (see page 10–11 of this packet) if elected to serve on the Board.

(3)Submit your candidate application, including a .jpg photo of your yourself, to the Board of Directors ().

Candidates are also strongly encouraged to attend the Annual Ownership Meeting, typically held in March. At the gathering, candidates can introduce themselves to their fellow Owners. Please refer to the GTG website (greentopgrocery.com) for the date of the Annual Ownership Meeting.

Cooperatively yours,

Members of the Board of Directors

Candidates’ Frequently Asked Questions

What is the Board of Directors and what does it do?

The Board of Directors is the governing body for the Owners of GTG. It is composed of nine people, all Owners of GTG, elected by Owners. Directors represent the Ownership at large. Directors serve staggered three year terms to ensure no more than ⅓ of Directors’ terms expire each year.

The Board is responsible for ensuring organizational performance on behalf of all of GTG’s Owners. This work includes developing clearly stated expectations through written policies; delegating responsibility for, and authority over, the achievement of stated objectives; and monitoring compliance with written policies.

As Will Rogers said, “Even though you are on the right track — you will get run over if you just sit there.” The Board of GTG should be strategic and visionary with its view toward the future of our cooperative, rather than focusing solely on the short-term. The Board should also focus on three big questions:

●How can GTG benefit community?

●What is the significance of the cooperative economy?

●How can GTG promote the transformation of society?

By devoting time to focus on the big-picture vision of GTG, the Board will ensure that we adequately position our organization for the maximum benefit of our Owners, as well as anticipate trends and values which may have a critical impact on our relevance and survival.

The Board governs the organization and delegates all operational duties to one employee, the General Manager (GM). We are now, and will continue to be, involved in strategic planning, financial oversight, Ownership linkage, and community outreach.

What does the Board of Directors NOT do?

The Board of Directors does not make decisions about, become involved with, or take part in any of the day-to-day activities or decisions regarding the operation of Green Top Grocery. The Board’s sole official connection to the operations of the cooperative is through the GM.

What are the requirements for running?

Directors must be Owners of GTG in good standing without a substantial conflict of interest resulting from an affiliation with any enterprise that is in competition with the Co-op (See Bylaws at Directors shall have been an owner for at least three months prior to the commencement of the election of directors. Once elected, Directors must sign a Statement of Agreement and publicly disclose any potential conflicts of interest. As for personal qualifications, Board experience is helpful, but not a prerequisite for Directorship. More important are: willingness to work closely and cooperatively with the other Directors; commitment to providing the time and energy necessary to accomplish the Board's objectives and fulfill the required term; the ability to learn quickly; and organizational skills.

How much time would I need to put into serving?

The Board holds one regular meeting for two hours each month, at which attendance is expected. Beyond this regular meeting, the time commitment for a Director varies but typically averages out to an additional one hour per week, including preparation for regular monthly meetings as well as specially-called Board meetings, and participation on committees. In addition, there is a mandatory one-day Board Retreat each year which provides basic training, strategy and visioning sessions, plus gives Directors a chance to work together and get to know each other better.

What compensation is there for serving?

At this time, there is no compensation. This policy may be revisited in the future.

I’m sure I have the time to commit, and I want to serve GTG; how else can I make up my mind whether or not to run?

You may obtain additional information about serving on the Board of Directors by talking to a member of the current Board of Directors to get a personal perspective of what service on the GTG Board of Directors is all about. Coffee with the Board, an informal monthly gathering held at the store, is a great opportunity to talk to board members.

Owners are always welcome to attend the meetings of the Board of Directors (currently held on the fourth Tuesday of each month at 7:00 PM). You can see how the Board functions and meet the current Directors. You may gain useful perspectives on the issues currently facing GTG. Additionally, the Board meeting minutes are available to all Owners upon request at the cashier. Candidates cannot receive an endorsement from the Board unless they attend at least one meeting prior to the election.

When will elections be held?

The annual election begins roughly one month before the annual meeting. Owners may submit ballots online or in person at the store prior to the annual meeting. Owners planning to attend the meeting may wait to vote at the meeting.

OK, I’ve decided to run — now what?

To help the Ownership make an informed decision regarding the Directors they elect, we ask you to fill out the Board Candidate Application included in this packet. Please email your completed application, along with a high-resolution .jpg headshot, to the Board of Directors at . The answers to the essay questions, along with your photograph, may be published in the GTG newsletter and other places to help Owners make an informed decision when voting.

Board Candidate Application

Any GTG Owner in good standing is able to run for a seat on the Board of Directors. In order to run with the distinction of being “endorsed” by the Board, you need to fill out this application form (see page 2 for other requirements for endorsement). This application gives voters information about your background and expertise, what you can offer to Green Top Grocery, and what interests you about serving on the Board. A Nominations Committee member may call you for further information, but generally, these answers will be your way of communicating to other GTG Owners why you should be a Board member. Feel free to contact the Board if any questions arise.

Name:

Address:

Phone:

Email:

Place of employment:

Position/title:

Education (degree, major, etc.):

How many years have you lived in Bloomington-Normal?

How long have you been an owner of GTG?

Please also include a .jpg photograph of yourself for publication in the GTG Newsletter. Portions of your application may also be included in the Newsletter.

Responsibilities of Board Members

Please read carefully and thoughtfully; check each item to indicate that you are willing to take on these responsibilities. In general, members of a co-op Board of Directors have the same duties as the Directors of any business. In addition, co-op Boards must act on behalf of GTG’s Owners (as fiduciaries), meaning that individual Directors have to balance individual interests, business interests, and member interests when making decisions. To do this, Directors must be able to:

_____Uphold fiduciary duty on behalf of GTG’s Owners

_____Exercise due diligence in monitoring GTG’s financial condition

_____Abide by all items contained in the Statement of Agreement, which includes the Code of Ethics, Code of Conduct, and Conflict of Interest policy (last two pages of this packet)

_____Maintain confidentiality when required

_____Faithfully honor all legal obligations that come with Directorship, which include the:

_____Duty of care (make informed decisions in good faith; act as a prudent person; use a good process for decision making; be honest; ensure adequate record keeping)

_____Duty of loyalty (always act in the best interest of the cooperative; disclose and avoid conflicts of interest; engage in no self dealing; maintain confidentiality)

_____Duty of Attention/Diligence (attend meetings; participate in discussions; be prepared; review materials; ask questions; know and adhere to state laws and co-op bylaws; support Board decisions and policies; honor contracts; ensure payment of all tax obligations)

Expectations of Board Members

Please read carefully and thoughtfully; check each item to indicate that you are willing to meet the expectation.

_____Shop regularly at the Co-op.

_____Be prepared for meetings, including reading (carefully and thoughtfully) the agenda packet in advance of every Board meeting.

_____Participate fully in Board meetings. Attend all monthly meetings, as well as any meetings of committees you may serve on (2–5 hours a month). Special projects may require a larger time commitment.

_____Actively participate in Board discussion via email or phone between meetings as necessary.

_____Attend the one-day annual Board Retreat.

_____Attend Owner Gatherings and other special events.

_____Actively participate in the annual election by spending time in the store (or other get-out-the-vote activities) to remind Owners to vote.

Qualifications of a Board Member

Please answer the following four questions as thoroughly as possible, while keeping your answers to 200 words or less. Your answers may be published on the GTG website and in the Newsletter. We encourage you to be concise and thoughtful in each of your responses.

1. Why do you want to serve on the Board of Directors of GTG Co-op?
2. What are you passionate about? How could we see that passion in action in your day-to-day life?
3. Describe an experience where you worked on a team. What did you offer the team?How did you compromise for the team's benefit?
4. You've recently been elected to the GTG Board. A close friend and local food producerprivately asks you to help her business by having the Board publicly denounce the allegedunethical business practices of her closest competitor, whose products are already sold atGTG. The business owner says she will deeply discount GTG's orders for herproduct for a year if you help her. Briefly describe two or three possible ways you could handlethis situation, and how you would ultimately act.
Optional Question:
Is there anything else you’d like to tell us? Do you have other experiences that you see as being related to the work of the Board?

You may, as an alternative or addition, choose to submit a resume. A resume will also be made available to GTG Owners.

Statement of Agreement

I. Code of Ethics

The Board of Directors of the GTG Cooperative adopts the following Code of Ethics to clarify 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, management, and employees.

To that end, we the Directors of the GTG Food Co-op agree that:

The Board's authority is limited to overseeing the affairs of the cooperative in a manner deemed beneficial to the cooperative as a whole. To do this, we employ a manager to be responsible for the overall and day-to-day management of the business under the direction of the Board and work with management to set the future direction of the co-op. We are also responsible for carrying out other duties as provided by the bylaws or by general or specific corporate laws.

Each Director's authority is equal only to the rights and authority of any individual owner of the cooperative except when the Board is in formal meeting. No individual Director may take action on behalf of the cooperative alone unless explicitly delegated that authority by action of the Board, and no individual Director has any particular rights to information not made available to all Directors.

The authority of the manager, as approved by the Board in the General Manager's job description, is to manage the affairs of the cooperative. The manager shall 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.

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

All Directors will maintain confidentiality as needed to protect the co-op's interests and financial viability. This means that all Directors shall not discuss disputed or confidential corporate actions, policies, or issues with the co-op’s Owners, employees or the general public unless all Directors agree that such information is no longer confidential. 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.

Directors serve as representatives of the cooperative. We shall conduct ourselves in a professional manner that fosters confidence and reflects positively on the co-op, its Owners, and its staff. We respect the rights of others — Directors, staff and owners — to communicate their ideas free from interruption and without intimidation.

II. Code of Conduct (Board Policy C5)

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

  1. Every director is responsible at all times for acting in good faith, in a manner which she/he reasonably believes to be in the best interests of the Cooperative, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
  2. Directors must demonstrate unconflicted loyalty to the interests of the Cooperative’s owners. 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 owner.
  3. 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.
  4. At a new director’s first board meeting, he/she will complete the “Conflict of Interest Disclosure” form, and will verbally report to the whole board the potential conflicts. Any subsequent potential conflicts will be reported to the whole board immediately.
  5. 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.
  6. A director who applies for employment with the co-op must first resign from the Board.
  7. Directors may not attempt to exercise individual authority over the organization.
  8. When interacting with the GM or employees, directors must carefully and openly recognize their lack of authority.
  9. 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.
  10. Directors will respect the confidentiality appropriate to issues of a sensitive nature and must continue to honor confidentiality after leaving Board service.
  11. Directors will prepare for, attend, and participate fully in all Board meetings and trainings. If unable to attend, board members will give adequate notice to board leadership.
  12. 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.
  13. Any director who does not follow the code of conduct policy can be removed from the Board by a 2/3 majority vote of the remaining Board.

III. Conflict of Interest

I agree to abide by Board Policy C5 Code of Conduct and any subsequent changes the board makes to that policy. I understand that if, in the opinion of 2/3 of co-op directors, I have violated the letter or spirit of the Code of Conduct, the board has the ability to vote to remove me from the board in accordance with policy C5.

According to Policy C5 I have an affirmative duty to disclose my actual and potential conflicts of interests, including relationships (such as with associations, organizations of which our co-op is a member, co-op employees and vendors) which may pose a conflict of interest in whole or in part with respect to my service on the board. These are listed below. I understand that I have a duty to disclose any additional actual or potential conflicts that may arise and to abide by board policy regarding participation in matters under consideration by the board.