An open letter to the shareholders of the Brattleboro Food Cooperative and the general community:
Last week I and another individual resigned from the Board of Directors of the Brattleboro Food Cooperative. It was made clear to us that seven of the nine other board members believed that we had violated the board code of conduct and their trust. While we disagreed with the majority of the board, we did not believe we would be able to change their minds.
The immediate issue that led to this rift was a request by some employees to speak with us in confidence, which we honored. We made it clear that we could only listen, that we were present only as individuals, not representing the board, and we listened. We then suggested they bring their issues to the board as a whole. It appears that the majority of the board felt that listening without the board’s prior approval was violation of the board’s “speak-with-one-voice” policy, despite the employees’ request for confidentiality.
If I remained on the board and were approached by an individual or group who wished to share in confidence with me, I would probably make the same decision to listen. Since the majority of the board views this as unacceptable behavior, I found it necessary to resign to preserve my integrity and range of options.
I apologize to those shareholders who placed their faith in me by voting for me last year and regret that I will not complete my term of service on their behalf. I still firmly believe in the co-operative economic model and plan to continue as an active member of the BFC, just in a different role.
Thank you for your support of the Brattleboro Food Cooperative.
Tom Franks
Brattleboro
Cooperative or corporative?
This strikes me as a strange rule if there were only one or two board members listening as individuals. But maybe there’s something I’m missing. One issue I have with the idea that board members can’t talk to employees ever except in an official warned capacity is that it effectively reduces board members to assenters to the dominant board member view. How can the board be of one voice if everyone isn’t able to decide for themselves and agree? What kind of oversight is possible when only one side can be fully heard? There might be reasons for people employed by an organization to fear giving public testimony in an open meeting with members of management present. Although it would be good if more people were to air their grievances publicly, because otherwise things can fester…. I think solutions are more likely in a less vacuum sealed environment than modern labor relations.
BFC Shareholders Forum
A Brattleboro Food Coop Shareholders’ Forum is scheduled for August 10th at 5 pm – 7 pm in the BFC Community Room.
Please spread the word. Open to all shareholders.
There's more to this story, for sure.
Tom Franks has always struck me as an intelligent, level-headed person with integrity and credibility. The very few facts that we are learning about his resignation are disturbing to me as a shareholder. (We used to be called “member/owners,” but for some reason that term has been replaced with “shareholders.”)
Confidentiality sounds simple, but it seldom is. We, the readers, have no way of knowing why the staff members needed confidentiality. We have no way of knowing what type of matter it was. Were they whistle-blowers who needed protection? Will we ever know? Is the workings of Co-op leadership less transparent than that of town government, for example?
And what is this “one-voice” policy, anyway? Does it mean that when we vote for an individual board candidate, it really has no affect, because whomever is elected is constrained from speaking out and is required to conform to the official line? How did this “one-voice” policy come about? Is it good for the Co-op to have a board where dissent is squashed? Are there pros and cons? What are the pros and cons of “one-voice?” Were those pros and cons ever discussed? Can we see the record of that discussion? Did the membership have a chance to hear that it was being considered, and to participate in the discussion, or was it implemented quietly, behind closed doors?
And finally, what are the implications of the “one-voice policy” for Co-op democracy?
policy governance
There is usually plenty of discussion and dissent in board deliberations in the policy governance model, but once the board makes a decision they need to “speak with one voice.” This decision can later be changed but it should not be undermined by any of the members. Here is a link to a one-page overview of the model: http://www.policygovernance.com/model.htm
In my experience the boards that use this model well are much more effective governing bodies than those boards that do not.
Policy Governance
While I would agree that Policy Governance provides a structure for a board to steer clear of the pitfalls of micromanagement, it also appears that those who think about such things are currently engaged in reformulating the concept. In my opinion a key insight in the article found at the following link and relevant to the matter at hand is that of Vermont Law Professor Donald Kreis to the effect that “it’s hard for a board to know what it needs to know. If some information is not disclosed to the board, then the board cannot set a policy around it.”
http://www.federalwaymirror.com/news/115331749.html
board information
I disagree with the professor and he shows a basic misunderstanding of policy governance. There is no information that the board cannot access if they decide to do so as a body of the whole. The monitoring process can go as granular as they choose for as long as they choose to. And the information they get from the organization is the data that they decide they want to receive. The notion that anything is not disclosed to the board solely due to the model is a misconception.
His second complaint that it requires more expertise of the board members is true, and a good thing in my book rather than a downside. We need our boards members to be more informed and intentional, not less.
And the rest of the article about how organizations use the model in their own way is also normal and a good thing. We don’t need the Vermont Community Foundation way to be exactly duplicated at the co-op. For each organization’s size and mission you expect them to customize the model while leaving the basic structure in place.
One overview of policy governance
I wrote the following for Food for Thought, the Brattleboro Food Coop’s monthly newsletter in January 2014. I wrote it while having a crisis of conscience about policy governance. I have come to believe it has its limitations, is susceptible to misuse, and may not adequately serve in all circumstances. While I still find the last quote inspiring, I now see it more as aspirational than descriptive. One issue I have is with the tenth point. I had sought independent evidence regarding the cooperative’s relationship with employees for most of my term and failed to convince a majority of the board to seek it.
+++++++++++++++++++
I have a history with Policy Governance. As a member of another board, I helped the co-op adopt its first set of governance policies. Since election to the BFC board, I have adopted the sobriquet of “policy wonk” and have occasionally served in that role. I had a conversation in the meat aisle last month with a co-op member about policy governance. It’s clear to me that policy governance may have a bad rap among some at BFC. Maybe a few words on this will help.
Here’s a brief summary of the Principles of Policy Governance:
1. Ownership – The board is the informed voice and agent of the owners.
2. Position of the board – It is accountable to the owners for the success of the organization.
3. Board Holism – Authority is held and used by the whole. Often expressed as “The board speaks with one voice” both inside the Co-op and to the outside world.
4. Ends Policies – Expectations defined in writing that define what benefits the Co-op is intended to produce, for who, and at what cost.
5. Board Means Policies – describe how the Board is expected to do its own job.
6. Executive Limitation Policies – set the boundaries of acceptable means for the operational manager, in our case the GM. Instead of tell the GM in exhaustive detail what they can do, we define those actions that are unacceptable, thus allowing more creativity and flexibility.
7. Policy Sizes – We strive to define each policy as broadly as possible, driving down only to the point that we are willing to accept any reasonable interpretation. For example, our Ends includes “an emphasis on healthy, locally grown, organic and fairly traded” but does not say how much local organic kale we must sell.
8. Clarity and Coherence of Delegation – Delegation of the responsibility for outcomes (a successful Co-op) the and authority to achieve them (the GM’s powers) “must be unambiguous.”
9. Any Reasonable Interpretation – Detailed decisions about Ends and operational means are delegated to the GM, who has the right to use any reasonable interpretation of the policies.
10. Monitoring – Review of Co-op accomplishments and GM’s interpretation of the policies based on data. The provides an evidence-based approach to course corrections (change in policy) and GM performance review.
Our primary accountability for is defining the Ends, Means, and Executive Limitations policies and monitoring (or checking) our performance in relation to these. The take-away is that our policy manual is a tool that BFC has adopted to make it clear, in writing, the reason why we exist and the roles of the board and management.
According to the International Policy Governance Association (IPGA), “Policy Governance is a comprehensive set of integrated principles that, when consistently applied, allows governing boards to realize owner-accountable organizations.” The most important concept in my opinion is owner-accountable. The board aspires to be the voice and agent of the owners. It is accountable to the owners for the success of the organization, and as such is not merely an advisory body, but an active and essential link in the flow of power and accountability between the people who own the Co-op (you, the shareholders) and what happens at the store and beyond. However, as a volunteer board we cannot and, in my opinion, should not be directly involved with running the store. For this reason, we delegate the authority you have vested in us to the General Manager.
Your board aspires to comprehensively and consistently adhere to the set of integrated principles of Policy Governance. Our greatest struggles may be with delegation. We have the all-to-human urge to fix things, to respond to our friends and neighbors when they say “the Co-op should….” But, really, it’s not our job. Our primary jobs are to clearly and concisely state what the shareholders want the Coop up to do and to check on progress. We’re like the “Federation Council.” We define the mission for the starship Enterprise, issue the “Prime Directive” and other general orders, and check-in regularly with Captain Kirk to see how it’s going. We don’t get involved system failures in the replicator (Darn, the coffee’s off again), nor do we consult with Captain Kirk when Klingon photon torpedos are incoming. You, by the way, are the citizens of the United Federation of Planets in this story, largely off screen, but it’s all working for your benefit.
Policy Governance is an important part of the conversation about the Brattleboro Food Co-op’s past, present, and future. There are great resources on it available on line and in print. A good place to start is with the words of John Carver, an authority on this model. A pretty good overview is available at http://www.carvergovernance.com/pg-np.htm. I find the closing lines inspiring – “The Policy Governance model provides an alternative for boards unhappy with reactivity, trivia, and hollow ritual—boards seeking to be truly accountable. But attaining this level of excellence requires the board to break with a long tradition of disastrous governance habits. And it offers a challenge for visionary groups determined to make a real difference in tomorrow’s world.”
monitoring
This is really interesting, and there is a disconnect here. The monitoring process of the board in policy governance should always go well beyond “check-in regularly with Captain Kirk to see how it’s going.” In my experience this may be the starting gate for monitoring, but it certainly does not end there.
Excellent
1. Excellent exchange here.
2. It looks like Tom violated the agreement inasmuch as he must have spoken, not just listened
3. Tom is hasty in resigning. What I may not know is that there may be a lot more history than this.
4. Tom may have been wrong but there is no indication that his action caused any problem.
5. The Board sees itself as taking a principled stand but is also standing on ceremony
6. The Board does need unity but at the same time the Board members need to trust each other
7. It’s difficult to know much here since the subject of the conversation is unknown
8. The conversation could have had negative or damaging consequences. I doubt that, however
9. In the last few years the construction of the new building, the radical adaptations required by everyone,
the murder, the collapse of the general contractor, the unfortunately timed jump in wholesale prices the
co-op was forced to accept, the unionization drive and now the notice given by three key long time
management personnel has placed unprecedented strain on everyone and everything.
10. The Co-op has survived only because of the remarkable rightness of the principles of co-operation and the
equally remarkable committment of so many people to those principles
11. The need for the workers to speak in confidence was real, necessary and vital.
12. The workers were reaching out
13. Perhaps to close a chasm or restore unity between workers and managment and board
14. Tom should have advised the Board of the request to him and the Board should have approved the liaison.
15. The Board would have been taking a very small risk for a very large potential gain.
16. My poor co-op. A teensy island of co-operation in an ocean of competition and its members want it to turn
back the tide. There’s not a business in the world that engages us like the co-op does. At Price Chopper
the workers carp, snipe and gossip, management sucks up to headquarters and customers try to get in and
out as fast as they can without talking to anyone.
You can love what you love
“At Price Chopper the workers carp, snipe and gossip, management sucks up to headquarters and customers try to get in an out as fast as they can without talking to anyone.”
The Price Chopper is where working class people buy their food. It’s also where I have had many friendly conversations with other shoppers and with the cashiers. It’s just a supermarket, not Mordor. You can love what you love, without dissing what you don’t.
Larger issues
I’m sure PC is great, but I think what Spoon meant was that employees complain everywhere but that in bigger, commercial enterprises, employees don’t expect as much from management as they might in a cooperative enterprise with stated principles. You may not agree with all his points but there seemed to me to be some good ones in the list above.
I've never found that the
I’ve never found that the employees of PriceChopper “carp, snipe” or do anything other than try to do their jobs in as pleasant and efficient manner as they can. I have found the customer service staff to be helpful and apologetic when things go wrong and do their best to make things right.
I actually make it a point to get in and out of the co-op as quickly as possible because the lighting is so poor I find it difficult to shop for longer periods of time. Every store that sells food in this town has their place and their customers who are loyal.I’m not sure why Price Chopper seems to be the whipping boy .
I agree
Re: “At Price Chopper the workers carp, snipe and gossip, management sucks up to headquarters and customers try to get in and out as fast as they can without talking to anyone.” I’ve never experienced this at PC and I think it’s childish to say that. However, having worked at the coop for many years, I can say I’ve seen much of these behaviors there. And worse.
Surrebuttal (of sorts)
1) With respect to my quoting Prof. Kreis on policy governance, my intent was to point out that the concept itself is under review by minds smarter than me.
2) With respect to comparisons to Price Chopper, I can only relate a recent anecdote. When I asked a Price Chopper (I assume – supervisor or mid-manager) a question about a certain product. He explained it was not offered anymore because there was alot of shrink, people weren’t buying it and it was pulled … then he paused and said … or maybe New York (Headquarters) made the decision. I think ~ and hope ~ you would get a much different response at your local Coop.
3) Thank you Tom and Mike for what you tried to do.
Plenty of bad answers to go around.
I don’t know about that. I recently asked a co-op employee why a certain brand of yogurt had been out of stock for several weeks since they had always carried it. His reply: “We just don’t have any” Which, of course, I already knew – hence the question. I think all businesses are guilty at one time or another of either not knowing an answer or giving an unsatisfactory answer.
I don’t think Price Chopper is any more guilty of that than any other big grocery store and I don’t think the co-op is exempt from uninformed employees.