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Governance Process GP Global – Governance Process Commitment
GP 4 – Board Members’ Code of Conduct
GP 6 – Board Member Nominating Process
GP 7 - Monitoring Board Performance
GP 8 – Cooperative Giving Program
GP Global – Governance Process Commitment
Approved 4/19/00The purpose of the Board, acting on behalf of the Co-op members, is to set strategic, long-range direction, hire the General Manager, and monitor organizational performance. The Board will do this by using a Policy Governance process.
GP 1 – Governing Style
Approved 9/20/00The board will govern with an emphasis on strategic leadership and outward vision. Accordingly,
GP 1.1: The board will be an initiator of policy that is:
Written
Reflects its values and perspectives about ends to be achieved and means to be avoided
Is focused on the long-term effects outside the organization.
GP 1.2: The board will exercise the following:
Diverse viewpoints
Collective decisions
Clear distinction of board and general manager roles
GP 1.3: The board will strive for excellence through the following:
Group responsibility
Discipline, meaning regular attendance, being prepared for meetings, following policy-making principles, and respecting one another’s roles
Board development and orientation
Self-monitoring of the board’s process and performance
GP 2 – Board Deliverables
Approved 9/20/00The job of the board is to represent the Co-op members in determining and demanding appropriate organizational performance. Accordingly,
GP 2.1: The board will produce the link between the organization and the ownership.
GP 2.2: The board will produce written governing policies that, at the broadest levels, address each category of organizational decision:
Ends: Organizational products, effects, benefits, outcomes, recipients, and their relative worth (what good for which recipients at what cost).
Executive Limitations: Constraints on executive authority that establish the prudence and ethics boundaries within which all executive activity and decisions must take place.
Governance Process: Specification of how the board conceives, carries out, and monitors its own task.
Board-CEO Linkage: How power is delegated and its proper use monitored; the general manager role, authority, and accountability.
GP 2.3: The board will produce assurance of general manager performance against Ends and Executive Limitations Policies.
GP 3 – Governance Development
Approved 9/20/00The board will invest in its governance capacity. Board skills, methods, and supports will be sufficient to assure governing with excellence while incurring prudent costs. Accordingly,
GP 3.1: Training and retraining will be used liberally to orient new members and candidates for membership, as well as to maintain and increase existing member skills and understandings.
Up to $3,000 in fiscal year 2000/2001 will be spent on training, including attendance at conferences and workshops.
GP 3.2: Outside monitoring assistance will be arranged so that the board can exercise confident control over organizational performance. This includes, but is not limited to fiscal audit.
Up to $18,000 in fiscal year 2000/2001 will be spent on audit and other third-party monitoring of organizational performance.
GP 3.3: Outreach mechanisms will be used as needed to ensure the board’s ability to listen to owner viewpoints and values.
GP 4 – Board Members’ Code of Conduct
Approved 12/20/00The Board commits itself and its members to ethical, businesslike and lawful conduct, including proper use authority and appropriate decorum when acting as Board members.
Accordingly,GP 4.1: Board members must represent unconflicted loyalty to the interests of the ownership. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staffs. It also supersedes the personal interest of any board member acting as a consumer of the organization's services.
GP 4.2: Members must avoid conflict of interest with respect to their fiduciary responsibility.
There must be no self-dealing or any conduct of private business or personal services between any board member and the organization except as procedurally controlled to assure openness, competitive opportunity and equal access to inside information.
When the board has to decide upon an issue about which a member has an unavoidable conflict of interest, that member shall absent herself or himself without comment from not only the vote but also from the deliberation.
Board members must not use their positions to obtain employment for themselves, family members or close associates. Should a member pursue employment, he or she must first resign from the Board.
Members will annually disclose their involvements with other organizations, with vendors, or any other associations that might produce a conflict.
GP 4.3: Board members may not attempt to exercise individual authority over the organization except as explicitly set forth in the board policies.
Board members’ interaction with the GM or with the staff must recognize the lack of authority vested in individuals except when explicitly board-authorized.
Board members’ interactions with public, press, or other entities must recognize the same limitation and the inability of any board member to speak for the board except to repeat explicitly stated board decisions.
GP 4.4: Board members will respect the confidentiality appropriate to issues of a sensitive nature.
GP 4.5: Both the Federal and New Hampshire governments impose requirements on Board members.
The Federal government requires that they provide a copy of their Social Security card.
The Board is the legal holder of the Co-op’s state liquor license. Upon first joining the Board, members must sign a liquor affidavit.
This policy will be monitored annually by a written report of each Board member to the Board President in May. If a member’s situation changes during the year, this should be made known immediately to the board President in writing for inclusion in the Consent Agenda at the next Board meeting.
GP 5 – President’s Role
Approved 10/18/00The Board President assures the integrity of the Board’s process and, secondarily, occasionally represents the Board to outside parties.
Accordingly,GP 5.1: The job result of the President is that the Board behaves consistently with its own rules and those legitimately imposed upon it from outside the organization.
The President will assure that meeting discussion content will be only on those issues which according to Board policy, clearly belong to the Board to decide, not the GM.
The President will assure that deliberation will be fair, open and thorough but also timely, orderly and kept to the point.
GP 5.2: The authority of the President consists in making decisions that fall within topics covered by Board policies on Governance Process and Board-GM Linkage, except where the Board specifically delegates portions of this authority to others. The President is authorized to use any reasonable interpretation of the provisions in these policies.
The President is empowered to set the agenda and chair Board meetings, with all the commonly accepted powers of that position (for example: ruling, recognizing, etc.).
The President has no authority to make decisions about policies created by the Board within Ends and Executive Limitations policy areas. Therefore, the President has no authority to supervise or direct the GM.
The President may represent the board to outside parties in announcing Board-stated positions and in stating decisions within the area delegated to the President.
The President may delegate this authority but remains accountable for its use.
GP 6 – Board Member Nominating Process
Amended 7/15/01
To insure continuation of effective leadership and governance, the Board commits itself to recruiting high quality candidates for open board positions.
Accordingly,GP 6.1: The Board will appoint a Nominating Committee, constituted according to the By-laws. The Nominating Committee will be responsible for the following activities, listed sequentially:
Recruit and identify potential candidates for the Board of Directors and when requested by the Board, for other Board Committees.
Communicate with potential candidates about the nominating process, the election process, and the requirements of their service (see GP 6.3 below). Encourage potential candidates to attend a Board meeting if they have not already done so.
Present a slate of candidates, which includes why each candidate is qualified for Board membership, for Board approval.
Communicate with new candidates the requirements for their personal statements for the Co-op News, and provide them with support.
Serve at the voting booth during election week.
Count ballots and inform candidates of the election results.
Orient new Board members before they attend their first Board meeting.
Welcome new Board members at the first meeting.
GP 6.2: The Nominating Committee will identify potential candidates who share the following qualifications:
Candidates will be committed to serve the Co-op and its members.
Candidates will be actively interested in linking to members.
Candidates will have a preference for long-term, strategic, and conceptual thinking.
Candidates will be willing to learn and work within the Policy Governance model (which will be explained thoroughly in the Orientation for new Board members).
Candidates will be able to participate thoughtfully and assertively in deliberation, showing full respect for the opinions of others.
In accordance with the Bylaws, Article VII Section 1, "Only members of the Society may serve on the Board of Directors." The Board interprets this to mean that a non-member may be proposed for nomination, but he or she must become a member before being considered for candidacy.
Candidates who have been convicted of a felony will notify the chairman of the Nominating Committee as soon as possible. This disclosure is necessary due to laws governing the Co-op’s state liquor license. The Nominating Committee Chair will need to provide guidance to the candidate so he/she can begin the process of obtaining a state liquor license waiver.
GP 6.3: The Board will make clear to prospective candidates the obligations associated with Board membership.
The Board will make clear to prospective candidates that they will serve as unpaid volunteers who are expected to commit a significant amount of time per month to Board activities, which include:
Preparation for and attendance at monthly Board meetings (5-6 hours per month). Meetings take place on the third Wednesday of each month from approximately 5:30 PM – 9:00 PM.
Participation in various working groups (e.g., committee work) during the month (2-3 hours per month);
Participation in the planning and conduct of the Annual Meeting (a few hours plus the evening meeting each year);
Participation in events, such as Dairy Day, Harvest Day, Voting Booth, and ballot counting. (several hours a few days each year).
GP 6.4: To insure a competitive election, the board will strive to recruit a sufficient number of applicants to provide for two more candidates than open Board positions.
This policy will be monitored annually by direct report of the Nomination Committee to the Board at the time the Committee presents the slate of candidates for Board approval.
GP 7 - Monitoring Board Performance
The monitoring calendar for the Board's performance follows:January
February
March
April
May
GP 4 - Board Members Code of Conduct: internal report by each Board member to the PresidentJune
July
August
September
October
November
December
GP 8 – Cooperative Giving Program
Approved 5/16/01
The Hanover Consumer Co-op (the Co-op) views its cooperative giving program as an extension of its mission and business philosophy, with particular attention to contributing to the quality of life in the Upper Valley and promoting cooperation.
Accordingly, the Co-op intends to provide an annual investment in the community of $20,000, or 10% of net savings, whichever is less, to organizations that meet our qualification criteria to implement the giving program. The budget line item, "Giving Program," accounts for this investment. The Co-op will take the necessary steps so that our members and the local community are aware of the program so they will view it as a positive, unique and significant contribution.
The "rules" (priorities, requirements, conditions, and acknowledgement policies) for all Co-op giving are outlined first, then the four specific components to the giving program are explained.
Giving Program "Rules"
GP 8.1: Priorities: The Co-op will give to cooperative organizations / programs and to organizations / programs based in (or primarily benefiting) Upper Valley communities. As the following list of giving priorities by category indicates, cooperation and health / human services are the Co-op’s two major focuses for its giving program:
GP 8.1.1: Cooperation: The Co-op will support organizations and programs dedicated to the principles and spirit of cooperation.
GP 8.1.2: Health/human services: The Co-op will support organizations and programs providing direct services in response to community needs in the Upper Valley (examples include nonprofit agencies providing food, fuel, housing, emergency shelter, counseling and health services, etc., particularly those whose primary clientele consists of disadvantaged individuals and families). On occasion, the Co-op may also support special education projects related to these concerns, particularly if the programs contribute to solving or alleviating these basic needs.
GP 8.1.3: Other: The Co-op will support organizations and programs whose programs have the following focus:
Education/recreation: Programs that extend beyond the Co-op’s own education programs, such as school events (e.g. alcohol-free graduation parties) or projects (e.g., cooking with ethnic ingredients)
Environment: Programs that protect or improve the natural and human environment in the Upper Valley
Culture and arts: Programs that help make the arts and cultural programs more accessible in our region
GP 8.2: Requirements: Applicant organizations or their purposes must:
Be nonprofit and nonpartisan (i.e. not affiliated with any political party or candidate)
Not discriminate on the basis of race, creed, sex, national origin, age, sexual orientation, or physical disability
Not be religious sectarians
GP 8.3: Conditions: The Co-op reserves the right to place restrictions or conditions on all contributions, and particularly those over $250. In the case of organizations with budgets over $100,000, the Co-op prefers to contribute to specific projects, and is not likely to provide funds for general operating support, capital drives, building funds, etc.
GP 8.4: Acknowledgement: Wherever appropriate, the Co-op will request public acknowledgement of its contribution(s) (e.g. in the organization’s annual report, program materials, etc.) as well as a written acknowledgement of receipt of the contribution.
Four Components of the Giving Program
GP 8.5: The Hanover Cooperative Community Foundation (HCCF) is the first component of the Co-op’s giving program. The annual community investment goal of the HCCF is $15,000. The Co-op has a contract with the Twin Pines Cooperative Foundation (TPCF), a California-based tax-exempt 501(c)3 corporation. A copy of the most recent contract is attached to this policy. By creating a permanent endowment fund that grows over time and provides a portion of the annual interest as a donation to qualified organizations of the Co-op’s choice, the HCCF provides the Co-op with a long-term community giving solution. In accordance with the contract, all HCCF monies are managed by TPCF. Accordingly,
GP 8.5.1: Special committee, The HCCF Trustee Advisory Committee: The HCCF will be managed by a special committee of the Society (Bylaws: Article VII, Section 5, number 9), "The HCCF Trustee Advisory Committee." The Committee will follow the most recent contract made with TPCF.
GP 8.5.1.1: Committee composition: The HCCF Trustee Advisory Committee will serve until the Board of Directors specifies otherwise.
The Board of Directors shall elect one of the current Directors as the Chair of the Committee who will serve in such capacity for a term of one year or until his/her successor is duly elected and qualified.
The Chair of the Committee will select its members, subject to the approval of the Board of Directors.
The Committee will have a minimum of five members, three of whom must be Board members.
Names of Society members who may be qualified to serve on the HCCF Trustee Advisory Committee will be provided by the Nominating Committee (Bylaws: Article VIII, Section 8).
GP 8.5.1.2: HCCF donations: The HCCF Trustee Advisory Committee will ensure that half of the HCCF’s annual interest (or earnings) is disbursed to qualified organizations in accordance with this policy and the contract as long as the total annual return is at least $10,000. This means that the total fund will need to be approximately $200,000 assuming a 5% annual rate of return.
GP 8.5.1.2.1: The disbursement screening, recommendation and procedure will follow policies 8.1, 8.2, 8.3 and 8.4.
GP 8.5.1.2.2: The Committee will present a written annual disbursement recommendation that will also serve as a monitoring report. This recommendation will include:
Organizations
Amounts
What percentage of the total donation is going to each organization
Which Co-op giving priorities the donation meets
A list of organizations that have applied but were denied, and a brief explanation as to why they were denied
GP 8.5.1.3: Member Education and Fundraising: The HCCF Trustee Advisory Committee is responsible for the fundraising and education activities that support the HCCF. These activities include, but are not limited to, the following:
GP 8.5.1.3.1: Educate members and the community about the HCCF
Write and publish initial and ongoing articles, including an annual report, in the Co-op’s newsletter and web site
Educate store staff
Write press releases
Create literature, including donation forms and thank you cards
GP 8.5.1.3.2: Hold fundraising and/or awareness events
Create in-store signage
Integrate into existing events (e.g. Annual Meeting, Dairy Day)
GP 8.5.1.3.3: Coordinate with the current Patronage Refund program
Escheated shares
Member donations
Members who leave the Co-op
GP 8.5.2: Finance Committee: The Finance Committee is responsible for the contract management and fund monitoring activities of the HCCF. This committee will:
GP 8.5.2.1: Ensure that the most recent contract with TPCF is included in the Co-op Governance Policies handbook.
GP 8.5.2.2: Ensure the Hanover Co-op has representation on TPCF’s Board of Directors.
GP 8.5.2.3: Work with TPCF to amend the contract so that it reflects:
Investment policy that fits the Co-op’s goals, including the level of return, risk, and management fees
Indemnification that includes director and officer (D & O) insurance for TPCF Directors
Elimination of specific marketing requirements such as ad pages. This may be replaced by the results TPCF expects from the Co-op.
The Co-op’s ability to transfer all contributed funds and accumulated interest or earnings out of TPCF at any time without penalty or repercussions
GP 8.5.2.4: Present a written annual report on the status of the fund that will also serve as a monitoring report.
GP 8.5.2.4.1: Cash flow statement shall include
Beginning and ending balance
Expenses
Total contributions for the year (e.g. donations, matching gifts)
Total investment performance: income (loss) for the year (e.g. interest, dividends, capital gains), including the annual rate of return
GP 8.5.2.4.2: Historical contributions and investment performance
GP 8.5.2.4.3: TPCF’s overall fund performance
Number of organizations participating
Total invested
Total growth
Other information the Board should know
GP 8.5.2.4.4: Progress on action items from previous year
GP 8.5.2.4.5: New action item recommendations for the coming year
GP 8.6: Board giving is the second component of the Co-op’s giving program. Until such time the HCCF is able to meet our annual community investment goal of $15,000, the Board of Directors will disburse these funds through the Giving Committee
GP 8.6.1: Giving Committee composition: The chair of the Giving Committee is elected annually. Committee members choose to join, but likely include at least two other Board members and the Education Director.
GP 8.6.2: Giving Committee duties: The Giving Committee’s primary responsibility is to screen and recommend for Board action all requests for contributions of $250 or more. The disbursement screening, recommendation and procedure will follow policies 8.1, 8.2, 8.3 and 8.4. The Giving Committee will present a written annual disbursement recommendation that will also serve as a monitoring report. This recommendation will include:
Organizations
Amounts
What percentage of the total donation is going to each organization
Which Co-op giving priorities the donation meets
A list of organizations that have applied but were denied, and a brief explanation as to why they were denied
GP 8.7: Small donations is the third component of the Co-op’s giving program, and no monitoring is necessary. The GM will oversee small donations (requests or contributions of less than $250).
GP 8.7.1 The annual budget will be $5,000.
GP 8.7.2 Policies 8.1, 8.2, 8.3 and 8.4 are met.
GP 8.8 Fundraising or consciousness-raising space is the fourth component of the Co-op’s giving program, and no monitoring is necessary. The GM will oversee the use of Co-op property for these purposes. The granting of space will be permitted under the following conditions:
At the discretion of the GM
If the space is available
On a first come, first serve basis
Policies 8.1 and 8.2 are met
This policy will be monitored annually by three reports:
1. By direct report of the HCCF Trustee Advisory Committee at the time the Committee presents its annual disbursement recommendation.
2. By direct report of the Finance Committee at the time the Committee presents its annual status of the fund.
3. By direct report of the Giving Committee at the time the Committee presents its annual disbursement recommendation.
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