 Okay everyone, I'm going to use this microphone in a really dynamic way and we'll give you again to the annual meeting You're you're underway The first thing we want to do is let you know a little bit about this space I hope you're familiar with it, but downstairs. There are some bathrooms. You need to go Then there's there's bathrooms all the way down on the bottom floor and there's down bathrooms down on the main floor There are the exits are as you entered and also in the case of an emergency There are emergency exits here only use them in the case of an emergency We are being recorded tonight by the five folks from Borca So you can get a replay of this and friends who cannot attend tonight or be going to be able to see it And now I'd like to quickly introduce The council of the hunger mountain coffee for everybody, but please stand So I don't think this is really alphabetical, but maybe it is Bertil Ago and Scott Hess Ashley Hill Marks the mccaskey Rita Rickinson Steven Farnham Carl and are here. I hope all of them as well and if they would stand I'm not sure where they may be seated Do we have a list of their rooms? It's a Jose Aguayo, where are you? Okay, there we go. Wait, wait, wait. Who else have we got who's Tom Kester waving and Good and Suzanne. Yeah, I'm not sure. Can we can we do anything with this volume? Okay, I'll do it this way. We won't really use So Stephen Farnham is running again, so he should stand also and Eric Jacobson if you weren't here, I Don't know if he is He just stepped out. Okay, and Patrice. Okay, so those are our folks for election Now the ballot boxes for council election are still open They were closed at the end of this meeting Electronic voting is also available and it closes at 8 p.m. Tonight when this meeting is adjourned or scheduled to be adjourned now Another good point. We have some more apples going on over there I want to let everyone understand that you need to be present to win the raffle Stay till the end of the meeting when the raffles are drawn Now I'm going to check with Kari who has already told me this but we want to verify that we have a quorum And we do 229 members at least are in here. Okay, so we do have a quorum and now we would like to approve 2016 annual meeting minutes and so I will entertain a motion to approve them the minutes themselves We're on that table back there for everyone to read if there is a motion and Would you give me your name? Mary Alice Bixby Bisbee, okay, is there a second and Michael Billingsley Seconded the motion it is not we are in discussion and so please submit your correction Why should you ask your name? Okay You can bring it up here so it can be handed to the note taker. I'm where is our note taker Thanks for reading them carefully and We will turn this in okay And what's your name? Alec you want to put your name on there? Okay, very good Now I think the normal thing is that I need to read that so that it's approval with that correct Yeah, we're gonna I'm gonna read this to you And so this is a correction that he wants I did not stand up to give my own perspective as this says I Stood up to inform my fellow owners of an official report of moral issues Given by the staff representative to the council during the August 29 2016 council meeting I confirmed having heard firsthand from individual staff members specific accounts Anger me and I believe they would anger most of the people in this room But I was not sharing that to present my perspective But to confirm an official report and these minutes omit that crucial point What these minutes should say is I was informing the owner body that a problem in staff Morale was presented to the council in the August 29 2016 council meeting So we would be revising the minutes to incorporate this statement That is what we would now be voting on Are there any other comments or discussion about the minutes of? Last year's meeting. I'm gonna call for a vote And I think a vote voice a voice vote will be sufficient all those in favor of approving the minutes with this correction Say aye all those opposed Any abstain It's the sense that the motion has passed and the minutes are approved All right It is is Aaron Galligan. Oh, this is a development Can you do it? Okay? We're gonna do it. It's the co-op we can cooperate. We can make it happen the minutes will get taken All right, you may need we may need more paper for her okay Now we'd like to announce the winners or the recipients I should say the recipients of the Hunger Mountain Cooperative Community Fund grant awards This is funding that we collect and award to worthy groups And we're gonna introduce the committee member one of the committee members Clare Wheeler who is going to list the recipients and Briefly state their projects will be speaking to them at more length at the end of the meeting So Clare would come forward Really really hello everybody. I'm Clare. Good evening How's the food? Oh the hunger mountain co-op community fund was started in 2005 to offer financial support to organizations Businesses and initiatives aligned with our co-ops mission And it was a great year. We were really gratified to receive 29 very worthy applications this year And we're very happy to announce that we were able to award $6,600 to in grants to nine very deserving hard-working local organizations. So that's pretty awesome, right? So just to give you a sense of how the fund works if you haven't heard of it before It's very much up and coming and exciting the fund is supported by donations from members as well as from the co-ops operating budget Sorry the operations So thank you to of those of you to those of you who made a donation To the fund and this year also the council elected to donate uncashed Patronage refunds to the fund which was a big help With these funds the co-op is able to support projects that we know are making a real difference in our community And we'll tell you about what those projects are in just a second So the advisory fund the committee that works on this project is made up of member owners like myself volunteers council members and staff and And the way it works is that we make recommendations to the council and the council ultimately gives final approval Generally our criteria include alignment with the co-op mission The anticipated project impact and the applicants access to other resources. So because our fund is at right now quite small We we really work on Focusing our efforts on our grants being able to make a big impact for these for these organizations So we took photos earlier. I think with all of the recipients Thank you all for being here, and I'm gonna just kind of run through all of the excellent work that they're that they've been doing And but it just asked that any representatives from those organizations Please just be stand stand and be acknowledged as I mentioned your organization's name. I Think we have a slide happening So first the berry area senior center Congratulations Thank you so much receive $500 for their cooking class series incorporating local and healthy food Also capstone community action doing a project on shelving for food pantry storage. Congratulations. Thank you Good food good medicine doing their good food good medicine program family wellness education excellent work No for Vermont doing their food for all low-income CSA share support excellent work The remote food bank for their excellent veggie Van Gogh project in Berry City School So thank you to all these fine recipients Lots of awesome work happening with food justice and access which is incredible and the next slide The growing peace projects doing a teaching garden gleaning and education around local food Just basics ink Montpelier food pantry recipe kits The callous egg committee and the callous climate action team working on materials and supplies for their newly established gospel hollow edible park So check it out callous and finally the Northfield Community Development Network working on a night on the commons doing a celebration of local foods So thank you all so much It's a real pleasure to do this work and to give back to the community in this very concrete and tangible way So thanks all for your support You know as we were getting started here, oh, I have a better microphone now, don't I I want to let you know I'm Alex Brown. I'm the president of the hunger mountain co-op council and Again, welcome now up to the stage where we're going to have some brief reports on what the co-op accomplished this last year and You're going to be hearing from me from our treasurer Scott Hess and from our general manager Connery Bradley So We also hope you take a look at the annual impact report that also talks about some other accomplishments Our product mix increasingly emphasizes healthy food We have defined fresh food as the items you see in that pie produce meat and fish deli cheese and refrigerated food that now constitutes 35% of what we sell at the co-op and Overall fresh food has been growing in sales by about 3% annually So our community wants this food or supplying this food is a good direction to going we've seen increases in organic and produce sales But bulk food is down shop in bulk Next slide We wanted to talk to you about local products We have over 500 local vendors and their businesses are stronger because we provide a sales channel for their food Together we are really making this market and local food and you are participating by buying it and by supporting the co-op Local food is now about 40% of all sales and that is a new high and there's more We now rank number one of all northeast co-ops For the percent of sales that come from local food We can have a pretty tough definition of what's local by the way, so this is good So a great story and it's only getting better. Okay ready for next Now let's talk about the co-op in the community We've definitely seen that wonderful story that Claire was talking about of what the community fund does and all of you help support That sort that also in supporting the co-op your part of various donations and sponsorships Those grew about 20% in the last year one of the big reasons They grew is some of the things that you do almost unconsciously By doing bag that bag and give change You're giving more you're sharing more you're making the co-op more able to support the general community So that's a change that you absolutely are responsible for In addition by the way, we've given away food rescue donations. That's not even counted in the dollar amounts That's food that we provide okay next and finally Have to be very honest with you. I Don't think you will be too impressed By your patronage refund check generally speaking. It's not a big deal, but here's what I hope you are impressed by I hope you're impressed by the dollar impact this co-op has on the community Our total sales were 24 million last year But we have a commissive come up with ways of calculating the impact of a local business and specifically a local food co-op and The total economic impact of what the co-op brought into the economy of this immediate area is 39.4 million dollars You made that come true by shopping at the co-op by investing in the co-op and It's a it's it's very important to compare it with what a business like Shaw's or Hannaford does those businesses analysts have been able to figure out Contribute about 1.35 times their sales into the community and that that multiplier is based on their employees buying things a co-op like ours Contributes 1.65. It's a much bigger footprint than our conventional grocery store would have so again That's something that you can all be proud of our impact grows and Reaches out to so many people because we use a business model and we use and we are present in the community We're local and we aren't growing anywhere. Okay time for Scott Thank you, Alex. My name is Scott Hess. I'm the treasurer. I've got a few short Slides to explain to you and if we have any more detailed Questions our CFO our fine CFO Tim Wingates here and car who certainly answers some questions our sales growth Sales growth for the last couple of years as we discussed last year was a bit anemic At a little less than 1% Things have looked up a little bit 2.4 percent Which from a food inflation perspective is not wonderful. What's certainly better than last year food sales from co-ops across the country have certainly leveled off and And we're actually doing much better than than many other co-ops in the country But so it's not nearly the growth that we used to see net sales 23.9 million almost 24 million Not sure if you can see it, but in the red is the employee expense Expenses with benefits and in health care comes to 28 percent total cost of goods 63 percent and Patriot refund is about 1 percent Depreciation a couple of percent and our net income it says you are there on out of our almost 25 24 million dollars in sales Is about 150 thousand dollars ish? So we are although we are a for-profit company. Yes The percentage is it says zero because it's so small Okay, sure 28% cost of goods 63% depreciation 2% other operating expenses is 6% patronage refund is about 1% and Total income we were putting it zero because $150,000 divided by almost 24 million is quite small. So although we are a co-op I almost feel that we're almost run it as a As a non-profit which is how this organization should be run any questions about any of that. Okay Our patrons refund our total Amount that we were able to declare this year potentially. Well the total refund declared was 134 thousand six hundred 362 out of that were mandated to give At least 20 percent Is mandated to give back to members last year I believe it was around 60% But the council this year decided to give back 50% of that the other 50% is going to go to Back into retained earnings, which will be going back into the co-op Either in in capital Whether it's you know buying new freezers or just back into retained earnings. So we decided to give 50% this year current ratio which is you know A really good model current assets divided by current libraries And we're really doing well because the higher number is the better as we as we manage our Income versus the the money that we have on a shorter term basis is Slowly gone up. So that's a that's a healthy number and And our fine conservative management Is is showing up and when working out quite well I'm a library versus equity the amount of money we are versus the equity This has also been going down as we draw down the debt and we raise more money from Members equity retained earnings. It's a positive number as it's going down last year was Obviously just under 1% point 9% almost 2.9% over 1% very positive It's just showing much healthier Financial condition as that number goes down and that's all any questions certainly we can answer them. Thank you Hi, everybody. My name is Kari Bradley. I'm your general manager. We're thank you Thank you for being here. I think this is my 14th annual meeting at Hunter Mountain co-op and Definitely the best turnout. I think that 229 number was low. There's some people probably slipped in without registering So on with the slides, please. I'm gonna just round out. You've gotten some information There's more information in the impact report if you really like this stuff There's a 25 page version of it posted to the website called the ends report I've just got a few more things to round it out. So We care about environmental impact and one of the things we measure is our logical usage This graph shows that we have been using less kilowatt hours of electricity over time Last year. We are just a little over a little under 625,000 kilowatt hours grocery stores use a lot of electricity For refrigeration and for lighting, but we've been doing better We've been improving by investing in new equipment LED lighting new refrigeration and and that's making a difference We can expect that can trying to continue the other thing that we got into this doesn't reflect the fact that we are now generating renewable energy solar electricity from our solar carport last year we started in March and we generated about 0.7% of our annual usage so over a 12 month period We're gonna offset about 2% of our annual electricity needs Next slide, please This slide shows the increase in the number of co-op member owners over time over the past 10 years We've gone from under 5,000 to a little over 8,600 co-op member owners Monterey, of course is a little less than 8,000 people and Washington County is estimated to be just around 60,000 now So as I like to say more than one in ten man woman and child in this county is an owner of this co-op So the mission statement talks about a dynamic community and some other ways that we measure community We have our employees, of course. They're the folks that make the co-op work 164 employees last year 78% of those are member owners of the co-op We do an annual satisfaction survey and last year there was 90% of the The survey categories received a good or better average score 90% is good, but it was actually an eight-point decline from the previous year So this reflects that not everything improves every year and we try to keep things in balance And this is an area where we need to do more work Alex mentioned before that we have 502 Vermont vendors. That's goods and services And what that the reason that's important is because it translates into purchasing and to that economic impact. So 8.7 million dollars in purchases That's part of that impact that's going back into the local economy Customers we had 617,000 transactions last year a lot of business going through the store a lot of people and Education is part of our mission as well. And last year we had almost a 10% increase in workshop attendees And another way we define community is a co-op's we can we can make a difference by helping other co-ops succeed Especially local co-ops one of the ways we do that is we invest in other co-ops last year For example, we became a member of the Morrisville food co-op and made an investment in that co-op We were doing many other things to help the Morrisville co-op since they opened in September But investment is a piece of it and you can see that in this slide. We've been investing more over time This is these are investments. They're not donations We expect to get this money back and we've got some sort of return on them But it's a way to use our assets to further cooperative development that one one more point on that We for the first time last year measured how much of our product sale comes from other co-ops so you look at equal exchange and Cabot creamery and organic Valley and I was really surprised over a million dollars in sales come from co-op made products Not our products, but other people's co-op. That's about 5% of total sales So that's pretty impressive and says we're making a difference in the co-op economy Okay, that's it for data. I was just going to give a quick update on where we're at with our co-op conversations Over this past year. We've been focusing our conversations on member discounts Spurred by in recent years. We've seen some pretty dramatic growth in what's being allocated to member discounts and Back in January and February. We we did a series of meetings and interviews and Shared background information and then took some initial input in into what should be be done if anything and We took that. Oh, I'll say that it was fairly clear some of the things that we heard in those that first round For one people were very interested in using the discount program to enhance Access to healthy foods in the community Especially for low-income folks. Okay, and then they're all with that There was some openness to making a change to the senior discount program in order to do that to enhance access In the community, so we have a committee that's made up of council members members at large and staff We took that input. We came up with a set of five recommendations draft recommendations brought that back out in June and Did another series of meetings? interviews and a survey the summary report from that second round is Posted online now can look on the co-op's website and there the feedback was much more mixed So for example, one of the recommendations was to Change the criteria enhance the criteria for the co-op cares discount program, which is designed for low-income members So people were broadly supportive of of doing that enhancing the criteria But there was not widespread support for one of the recommendations, which was to basically Grandparent in the members that are receiving the senior discount now and then discontinue the program going forward so We're going to take basically all this input has to go back to the committee. They're going to meet in November We'll see if they can finalize the recommendations May need a second meeting And then when they are done, they will turn those recommendations over to the management team Which will make the final decision that could happen in early 2018, but we'll keep you posted So I think that's it for this part of the presentation and we're going to Open it up to questions and comments All right. Now what we want to do is have we were allocating about a half an hour So we can really have a good discussion and do collect some good comments from you in here I'd like to start this with a comment from Michael Billingsley So I this isn't a plan. It's just something he asked me to do so we will we'll entertain his Observation and then we'll go into regular Q&A I'll try to make this simple in the Last year as a change at the annual meeting Alcoholic beverages were served and I know for some people that's probably a very small deal and maybe even preferable but since this is a business meeting in which we are Decision-making and becoming Aware in some cases of some fairly complex divisions of opinion and choosing between choices I was Liking to know if in fact the members would agree to having these meetings be alcohol free That the annual meeting and special meetings that alcohol not be served. It's not because I have any particular adversity to alcohol, but just as I do not think it goes Critical decision-making Let's do we have some people to carry mics around there's a comment over there And a comment over there. Oh good My name is Alexandra there Sasha there. I'd like to add something to Michael's suggestion When I was the chair of the Unitarian Church Board one of the things We talked about was that we don't know who among us is wrestling with the challenge of problems with alcohol or drugs and so our decision was to make the church alcohol free and I think we are in the same constellation here and As much as my husband likes beer He doesn't have it to be here And many other people like beer and wine I think that we would do better to just not have that be part of the meetings as well as for the reasons Michael suggestion another comment over there And then there'll be one down. I'm gonna call on you next. Okay, well This is a comment in terms of wanting to acknowledge the support of Kari and all of the people here who've helped the Moco Co-op in Morrisville become a reality I live in Morrisville and I've been helping there and I'm very involved and it's been and I'm a member here for many years I'm a member here for many years and I just want to acknowledge how Kari and all the staff We're so supportive both personally Financially and it's really wonderful because we need more co-ops throughout the whole country And it's great that co-ops can be so really kind and supportive of other new co-ops. So thank you. Thank you My name is Irvin Eisenberg. I wanted to express the appreciation first for the amount of energy going into giving discounts for those who can't afford things as much I Noticed on the bulletin board the other day discussion about wick and it looks like It was about six weeks ago It said something that a fact of that you're thinking of actually being able to accept wick at the co-op Which I think would be really great in keeping with our mission statement. I just was my question is Where are we in that process? Good and I don't think we're done with the alcohol discussion. We'll get back to that Since this is on table. Yeah. Thank you for bringing that up This has been a tough one for the co-op about a year and a half ago The wick program changed the co-op is always accepted wick. It used to be used when it went to the retail Format there were certain products that were accepted. I blew his produce and And dairy products that you could that a person with wick benefits could purchase at a retail setting a year and a half It changed so that all all wick Benefits would be going through retail So it used to be that wick would be distributed and at least in part by by product that was delivered So it's all going through Retail and Vermont was quick to jump on board that trend and in fact And a lot of people's opinion too quick because the technology was not there to support that the way those wick Benefits are processed are like other Like like three squares remote or a debit card or a credit card and we have not had a credit card processing Technology that can accept wick benefits and that's so what we've been a year and a half now very frustrating without being able to accept wick benefits We recently changed credit credit card service providers for the express purpose of being able to Accept those there is a hang-up with gift cards. I expect it to happen any time now But hang in there We're getting close We have a comment down there Hi, this is in response to the alcohol free Meeting Annual meeting and I don't drink but my feeling is I don't think that the one drink ticket is going to be Impairing anybody's decision during this process and and that was all I really wanted to say on that Thank you. Are there other comments? We do want to do a full Q&A, but we might want to see Is anybody have a comment on the issue of alcohol? So we can kind of complete that topic and develop your responses to that. Is there other comments on that? Yeah, I'll go down Just to quickly kind of put this to bed What would be the process for changing this for an extra's annual meeting because we can't the horse is out of the Can't change it tonight. So what would be the process to change it for next year? And May I speak to that? the answer is the annual meeting is planned and The council and usually has a committee that works on this too but the council overall makes a decision about what we will offer in general and so This recommendation about a serving alcohol is something that the council would decide and we do want to hear your opinions Most of the themes that have come up so far actually have been voiced at the council We're aware Just so that you understand one thing the council was trying to do in serving alcohol was Suggest that we are welcoming you here that we are trying to offer you something That's also sold at the co-op and something that indicates that we want you to feel very welcome But we we know that there is a tricky edge here and that alcohol has a lot of implications So it's it's a toughie What we're hearing tonight from Michael and from another speaker is that perhaps we should cease doing this and if anybody wants Further to speak for it You may and council will take it under consideration. I Would like to continue offering one beverage per person Yeah, that was a limitation. It was very very conscious because it was intended to be just a gesture as opposed to And you think deeper. Yes a lot of our local community has been I'm serving, you know Having beer as a product and we have a lot of things like that So I see in some ways the one beer a person or one drink a person is sort of also including them in the And all of those growers and people have done in part of this event So I don't drink either, but I actually love the one drink a person policy Other comments, yeah Yeah, that was Steven Klein Peter Kalman, okay, why don't we just take a quick Straw vote so you can see not just a few people talking but see what the sense is. That's a good idea I think are we ready for that now? Is everybody satisfied? All right. I'd like to ask I'm gonna give you a chance to vote for Allowing one drink per person at next year's annual meeting those in favor of offering one drink per person at next year's annual Meeting say aye Those opposed to offering one drink a person Or that would be a nay, but okay, that's fine. That's fine I did I am going to say that my sense of the room is that there are still a majority of people who consider Is it a good idea? It is clear that we have to do it with a lot of delicacy We've tried to do that, but we need to be responsible and aware of all the implications of this. It's a tough line But I appreciate getting this feedback on this topic so that so that the council can consider it next year Other questions about the car. Oh look, there's somebody so far away, but run run run with your microphone run run run Are we done speaking about the alcohol? Yes, okay. Thank you I've been an owner for 12 years and a staff member for three and I would like to address the issue of staff morale Kari just presented the all-staff meeting just the other day and morale is down 8% And I think that survey was done before the negotiation committee We had to negotiate our new contract I can say that when the management says that there's a small turnover of employees at the co-op I have not witnessed that in our particular department We have 10 employees on our department and the three years that I've worked there seven people have changed over Including the manager and two people have left due to stressful situations working at the co-op I've recently been to two doctors and have been advised by both my health care practitioners that I should consider leaving my job due to stress I certainly hope that the members that I speak to you on the floor every day Are concerned about how the staff are treated? Which is why I bring it up at this meeting. I will be addressing Further statistics to the council very soon, but I certainly hope that the members understand that When I moved to Vermont and fulfilled my dream to move to Vermont I wasn't expecting that my medical care doctors were gonna tell me that I Shouldn't be working at the co-op because of the stress. I believe we can change it I just think enough people need to care about it So I'm asking the members to care so that the council cares so that management can care Thank you. Thank you very much comment right over there Yeah Put your tell us your name and we're Stefani Can you hear me? Yes, okay Due to stress which I not my own but which I observed Which I observed not used to microphone. Sorry Up here. Okay. I have many times Suggested put in a suggestion box my comments and my wish and I only once got a call for that particular reason back that Our co-op should be a pilot project for Physical relief of stress for the employees by offering for all cashiers and anybody in the customer service Nice office chairs would roll around So that people don't have to stay all the time Because I've left Europe 35 years ago at that time already everybody in all the countries are visited all over Europe Was sitting in cash registers in in banks America has somehow this weird attitude that only when people stay they are supposedly Feeling to be looking like working that is not healthy. There are women There are many women which get pregnant in their lives There are elderly people which develop a kind of arthritis and so on the option to sit down and To stay should be up to the person who's working not to the manager to impose a slave like Behavior, sorry to mention this but it really is a weird tradition in America. It's not anywhere else So I was once told the one time I got a call back They had to do with some flooring issues Well, I doubt that very much the floors look fine for any rolling office chairs with back support as well and If anybody who like me travels often to Europe Can have a look at these situations? I know several people who are here who also often in Europe They all were confirmed that nobody seems to have an issue with employees sitting and working So please consider this Thank you. Thank you Thank you very much Okay, another comment right there a woman in a green sweater and remember to start with your name, please My name is Eva Shafton And I want to say thank you to the employees, especially the woman that spoke up I don't know your name. I'm sorry, but thank you you know, I've been a member of the co-ops since 1988 and I Didn't really know that much about the conditions of the staff. I've Had blinders on for a long time but In the past year of really been paying attention and I have to tell you that It's not a great situation for The staff here at the co-op and it's embarrassing. I'm embarrassed To be a member for all these years and not have been paying attention so I just want to say it's our Responsibility to pay attention not just to each other as members, but to the staff who Majority of are also members, which is kind of amazing The fact that Staff satisfaction has gone down 8% in the past year Should be a red flag to anybody that hasn't been paying attention and I really hope that this Brings to light something that we really have to work on and we really have to Make sure that the council is Aware of what's going on and actually is an advocate For the staff and for the well-being of the co-op in general and if the council is not doing that Then we need to vote in council members who will do that And if there's some mechanism in the bylaws that prevents the council from doing that then we need to Change the bylaws. Okay You hear me Thank you. Okay. Thank you very much another comment My name is Alex Chernamazov. I had two questions actually if it's okay to do sure. Thank you So the first one has to do is the discounts and I have really mixed feelings about it So that they I'm talking about the discounts where if you buy $30 worth of Bulk you get five or seven whenever dollars off. I appreciate the idea but Somehow I feel that it could be benefiting people who are able to spend more In and it puts people who cannot spend as much at the less favorable situation And I can definitely see how the pros and cons of it, but it's just a concern. I wanted to share and The second question is is there anything in the co-op's plans? to incentive I Appreciate all the efforts being done to cultivate the food shed of all the local farms that supply To the co-op Curious if there's any effort to also Incentify local food shed to use more renewable energy in their daily processes So that our food shed is less dependent on fossil energy, which would effectively make us less less vulnerable to Price fluctuation as well as make us less carbon dependent Thank you. That's that's really a Insightful comment. We've been we've been talking about how our environmental values we think about you know environmental social financial We've done a lot in Internally in terms of our equipment internal operations to the point where we're starting to think about what's the next step? How can we have more? Environmental impact and we've we've actually been thinking more along the lines of the consumer because Actually, if you look at the the energy profile of food in the country about a third of it is it comes on the Consumer end usually we think of trucking and distribution as being the biggest user And you know running trucks across the country, but it's actually only around 10% a third of it is is in Consumer traveling from home to the store back again Preparing the food refrigerating the food and then throwing away a portion of it at the end all of that is a big chunk And we can do a lot as a community But I like looking upstream as well and what is it that? Producers are doing to reduce their impact not just certified organic But there you know there are other things and then sharing that information with consumers so they can favor those businesses That makes a lot of sense. Thank you Other comments we have about five six more minutes here Here we go. I just have a point of information or request for There is a bylaws Change proposed is there a discussion period after that? Oh Yes, yeah, indeed indeed. Yeah, we that will be after the Q&A Good question Any other questions or comments about the co-op? There's one We'll get to you say your name. Don't forget And we asked a funny one more time. Would it be maybe a good idea to have an independent? group from the member members volunteer group to form a little evaluation committee to evaluate for to meet with staff and Independent from the council members figure out where the stress situations are and what could be done and then make some Suggestions afterwards. I was once part of an independent school and that outside Evaluation group worked really well to figure out what the stresses were for teachers or for para educators and for students and parents rather than put it all back under the council members and on the organization of the co-op Because there's very often an employer employee kind of situation and that makes it harder to be open and honest because Employment is hanging on the line So that was my suggestion Okay, good idea. All right other questions or comments Down there, I think that's Elizabeth Mention your name Hi, my name is Elizabeth just you I've worked at the co-op for 17 years and I've been a member since I Think 1996 or something like that. I was hoping to get away without saying anything tonight But some people had questions, so I figured I'd just answer it for the group Some of the I guess there's been some stuff brought up about some of the issues of the staff and people are kind of wondering like What does that mean like what's going on? So? I will say I worked at the co-op before we had a union and I worked at the co-op since we've had a union And I know years ago. We used to resolve issues I used to be the chief steward of the union and we would go we would have a year go by with no grievances filed No formal grievances filed because we could sit down with management the department manager one-on-one and resolve the issue right now we have Six unresolved grievances right now on the table and I would say in a year. We probably have like 20 20 grievances being filed a year We've had to send things to arbitration which is extra incredibly costly both for us and for you all in the co-op so we're hoping to find ways to Get things resolved at that step one or even in a conversation So we have that this year we we went into contract negotiations and as most of you know Negotiations went on we've signed I think four different contract extensions. It went on for Negotiations went on for about five and a half months. It was exhausting for everybody involved and and We have to battle every single year for our health care We had mentioned at the bargaining table that would be great if the co-op would join with us with the union and in solidarity Fight together for single-payer health care so that everybody in this room right on And and that author was not taken up on so maybe that's something that you all could talk to the council about would be to You know, let's let's work on this together. We all need it. It needs to change and recently There's one of the things that People are a little disgruntled about right now as they turn the staff discount off On a new product item without bargaining with us without a step on grievance. It was denied now We're under step two so that's the kind of thing that kind of going on and all these things impact different staff in different ways and Thank you all for listening so thanks We time for maybe one or two more comments, okay Mention your name My name is Armand Altman and when I just heard about the kind of costs that are ensuing with with Negotiation and mediation in terms of staff concerns I'm both a clinical psychologist and a legal mediator and I'm a member of the co-op and I just want everyone to know that I Feel that it's really a critical issue that staff it can't please a hundred percent of the staff But that generally staff should be fairly happy and healthy working at the co-op And I'm willing to offer my services both as a psychologist and legal mediator with no fee I'm licensed and I just want everyone to know that if there are other issues here You should not have to be paying any money And that I feel that it is important that the staff be able to have a legitimate legitimate right to be able to say These are my concerns and that they're heard and that I would again be available I only live in Morrisville. It takes me a half hour to get here. So I just want that to be known Thank you. I'm gonna take one more comment. I think we have time. There we go Tom Hi, my name is Tom Mulholland. I Look out at everybody and I see the majority of people have white hair gray hair or no hair myself and So I want to be sure about something that was mentioned earlier Something that was mentioned earlier about the senior citizen discount and Correct me if I'm wrong But I thought I heard that the final decision was not going to be made by all the white hair gray hair balding people But by a small group of people is that true? So that decision has been delegated by the council to the management team We should not be made up to the people who were here at the very beginning. I mean, I'm not one of them I've been around quite a while it doesn't that seem in as much as the co-op has an operating profit 150,000 why then take away the discount to make 150,000 then 350,000 or whatever it is It doesn't make sense It just I see your point. It just has to do with the level of decision-making. There's Yeah, right. So so So the you know the running of a member benefit program is is given to the to the management team to decide What are the you know, what are the it was the co-op links or the member appreciation days all the various components of the Of that are the responsibility of the management team to to make so We take that seriously We've looked at the change in time in the number of seniors and the amount of money that's going into the senior discount program For example last year the senior discount the expense of that grew about 15% Sales grew about a half a percent. So there's a mismatch there We're going to need to address it at some point. So we're trying to be proactive and be transparent about it that's why we structured this co-op conversation and and Like it or not, that's how we structured the decisions about that program Are these comments about discounts we will take a few more because it's on one topic But we will need to close down the Q&A section soon So we're going to take comments if they are about discounts Understand let me as a preface point out that there is An approach that we have been undertaking for the past year plus to collect information To have feedback from members about the subject of discounts So by no means was this annual meeting the one and only chance We're happy to hear from you on this subject now But there are some other avenues that you can pursue to let us know how you feel about discounts So with that again, here we go This is Irvin. I went to some of the meetings regarding the senior discount stuff And I just wanted to express while I have been critical of some management processes of the co-op in the past Going to these meetings being a minority being under 60 at the meeting Most of the people who were over 60 after looking at the numbers and having an actual discussion about it Seemed in my opinion to actually before these changes and suggesting it So I really do think that the members are being heard those who are actually going to the process and having their voices heard Thank you. We got a comment over there We're just gonna zigzag a little bit. Yes, my name is Brenda Thou Regarding the senior citizen senior discount all around this country. We seniors have worked and given of our lives We've worked for our benefits. This isn't the only thing that's being taken away from us If you feel that you are being taken advantage of by losing any kind of benefits There is an organization out there to help you and it's called protect seniors Org and I really encourage you to look at their website and see what they're doing to protect us Thank you. Thanks, and we have a comment right here. Again, we're gonna stay on discounts for a little bit longer Hi, my name is David Brighamini and I was I've been several of those Those first focus groups on the senior discount and my experience is just the opposite of the gentleman here Whereas most of the white hair to gray hair people at these focus groups were not in favor and yet and also we're Really receptive to the idea of opening up the vote on this issue and taking it away from management and making it a Bubba site making it open to a vote of all the members The fact that all the members are seniors or most of the members are seniors may sway that vote But still it's it's really such an important issue that I think it should be voted on by the membership at large rather than just the management group putting it to the management group is in my mind just a way of Centralizing the power and it's obvious where the management group feels on this How the management group feels on this? I mean having been to the focus groups, which were guided by carry you and your management consultants I I really think that it needs to be opened up to the membership to vote on I think it's important Okay, it's really improved improve your relationship with the management as a whole Thank you very much We'll do just one more down there My name is Jane. I was good there and I just like to I'm really quite curious about the statistics that you gave us where Seniors are getting discounts or about 15% or something like that. That means we're buying things at the co-op We are one of your best customers. So why are you going to be? And I agree with the person the person who was saying about seniors have worked a long time and Given a lot to their communities and this is a way for a community Regardless of what particular? Portion of the community can recognize that effort We are seniors are Getting ripped off is the best way I could talk about it nationally With the cuts to various and critical programs to seniors and I really hate to see us follow that same pattern Thank you very much. I want to show everybody here that we are going to try to make as many Mechanisms possible to comment on the discount system We have been doing conversations and obtaining feedback There's going to be another phase to this. I don't know what form it will take I Want to say I think what you're saying is being heard and we can't you can't have an instant answer from from everybody today But this is being heard and please be on the lookout for other information about how you can participate in discussing this further There's been a comment about whether even the decision-making apparatus about how we we we tackle this should be reviewed I don't know but we have heard you. We have definitely heard that request So thanks very much. I'm gonna I'm gonna now change us over to the next stage of our agenda What we're going to look at now are two proposals for changes to the bylaws and I guess we have a slide that will come up here The first Proposal and I hope you all saw this in your annual meeting Baylor The first proposal is to change the word member to owner throughout the bylaws the motivation for doing this is That we think that the term owner better represents how what you're involved with with the co-op is You can be a member of a health club, but at the co-op you are an owner You participate in governance as you're doing right now You participate in the profits of the co-op and you really should walk into that store thinking that you own it So what the better term was owner? And so I'm going to turn this over for discussion on this topic I will entertain a motion to make the change in the bylaws But we can have discussion in any order that you would like Yes We have our mic runners coming around my name is Rick Barstow and I see this as not an either or I think we are both members and owners I would like to see member slash owner or something like that Okay other comments There's someone yes, there we go I'm Nancy Sherman and I want to know How much you have to have paid in your dues to be an owner and what if you're not up to date in your dues? I don't know if that's possible, but Actually, what's the definition? There is a there is a definition You have to be current But that means that if you're paying annually you have to have made that year's payment by the due date that Particular year there is such a thing as being in arrears and if that is true You are classified as not being a member in good standing. So that's the answer to your question Even this part. Okay. Okay. Good Michael. Let me introduce you. I'm sorry I didn't mean to do this incorrectly. I just thought yes, I will introduce myself But before I do that I want to say not only do I appreciate the whole staff But tonight I have not yet heard applause for the fabulous dinner that the deli and kitchen staff put out And since I know you're all here for the food. It's actually amazing that you're still here So my name is Michael avine and as many of you may know I've done a lot of work with the co-op as a consultant through the years on member engagement and member outreach on topics that are covered in the conversations But tonight I am here actually as a member and a volunteer helping to facilitate This particular session and I have really had nothing to do with any of the bylaw discussions that have Proceeded as being on the ballot or anything else. I just kind of caught up to speed yesterday when I was asked to facilitate this and since I am not a expert in Robert's rules or parliamentary procedure Michael Duane is our resident Parliamentarian for any process questions that may come up during the discussion So my goal here is to assure varying few points get shared and The goal is to help member owners Figure out where you stand on these two proposals There's about 20 minutes total allocated for the two proposals Alex outlined the first one, but we also have one The Proposal number two on the ballot, which we will talk about in a minute. So and each discussion Will be followed by a vote So we're going to take up proposal one first and a couple of ground rules Logistics and then we'll open it up and I do want to know that We're probably running about 20 minutes late on the agenda. Is that about right? Okay, so We will we will be mindful of the time So ground rules Welcome to make comments in support or against the proposed changes There's a lot of people here obviously so please be concise keep your time to a minute or less to give others a chance You're welcome to ask Questions if you would like something clarified about either proposal when it's being discussed and the council president Will do her best to answer these or Hand the question off to whoever on the council or staff. She thinks is most appropriate Listen carefully and try not to repeat what someone else has already said keep the side conversations to a mute and Keep it open mind and be respectful of all opinions Along with that keep in mind that I believe everybody in this room Wants the what's best for the co-op and opinions may vary about what they might be but we all have that same end goal Logistics I thought we would have some microphone stands which we don't have but I am going to ask the two microphone runners to just stand in the middle on each side and People can come up to the microphone. So we're not running all around the room But I also know that for some people it's either uncomfortable or difficult to get up So after we have some central questions We will then do some running around and then come back to the the central aisles. So they'll be right here in the middle And as I said Robert's rules are going to be the operating sense of the day so Should I repeat the question that Alex has already put on the floor or are we okay with that? Okay, we haven't had the motion yet, okay, so Some would argue that The motion is already on there by being warned, but we will take a motion on proposal one regarding the by-law change I think somebody else to state it, right? Or do I? Okay, so moved Yes, your name Randy cook coke Randy Coke Okay, so In a second, thank you told you I wasn't a boner eater Second your name Okay, thank you Okay, so any discussion on proposal one and as I said please go to the microphones Hi, I'm Sue Morris and I want to speak against the first proposal of the change from member to owner For me the word owner smacks of corporatization Which is something I'd like to discourage in the co-op and work more toward collaborative Actions and to me members says collaboration better than owner. Thank you I just have a question Michael Sherman. I have a question owners sometimes incur liabilities So I want to know if ownership Means that we as a collective group now have some different liabilities or different responsibilities From being members First off, can we get your name? This is a terminology change that would not have legal repercussions your ownership is mostly a Stake that is your property in the co-op And that would not change The reason for looking at owners is that it is a term that a lot of co-ops have started to use to help recognize The involvement people have but we're as we're hearing today Maybe that type of involvement doesn't feel positive, but it isn't a liability issue I just want to want to be a little more specific about that So the change in terminology doesn't change the way the bylaws are structured the members still own the assets and And the equity and they still own the liability In in practically speaking if the co-op were to go under Basically the your equity investment would be the last thing to be repaid So you just have to recognize that if the co-op would mismanaged and ran up debts in excess of its assets that couldn't be Covered then we as an ownership group would would be responsible for that and the change in terminology doesn't change that name please Over path from Worcester I've been involved in many different kinds of cooperatives Basically since I was born. I was born in the nation's oldest housing cooperative I've been a manager of a co-op and I've been on boards of co-ops In answer to the the question about liability by Vermont statute The members co-op statute the members of a cooperative are not individually liable for the actions of co-op just as the shareholders of a Shareholder owned corporation are not individually liable for what that corporation does they can Lose the value of their investment and as Kari said if something terrible Would happen to this co-op then then we all lose but no one is individually liable regardless of whether you're called a member Or an owner, but I would like to speak in support of this by law change It is for me incredibly important with what is happening in this country now and in the world in terms of the control of The economy the consolidation of the economy for people to understand that in a cooperative The Members own the cooperative whether it's a consumer co-op like hunger mountain co-op Or a farmer co-op or a work around co-op the the people who are using The services and goods of that co-op are the owners And they benefit as the owners of the co-op and I think that's that is important for Members of a co-op to understand it's important for everyone who is not a member of co-op when they look at the organization To understand it's not just a membership organization Like you join an organization because you support the work they do when you pay your dues. This is a business And it provides goods and services to its members who are the owners And so I think this is the right time to make to make this change. It's an important statement to make. Thank you Do we have one more comment or I? Was just asked I just for people who don't know I was general manager of Washington Electric co-op for 16 and a half years And between the two members of My household we have six separate co-op memberships All right, is there anybody who is seated and didn't want to come up front that has a germane comment for this question I have to disagree. I'm a member of six or seven co-ops insurance Washington Electric Different things and to me Member talks about community and I think about our notices that go out about the different programs at the co-op that say Free to members or we're going to say free to owners I just think if we really feel there needs to be a change to philosophically make it clear that we're owners Then it should be member owners because Owners to me just sounds Unconnected it doesn't sound like community to me Both sides of this it's not it's not a very complex issue. So what we ready for a vote Thank you Fred Collins from Ducksbury Yet to me arose by any other name still arose I'm not terribly concerned about the terminology except that I wonder the co-op has X number of thousand dollars of assets and if I choose not to be an owner anymore And I leave am I entitled to my percentage of those assets? You're entitled to the equity investment that you made in the co-op Which would have been 150 to 180 dollars Yeah, you're entitled to the investment that you put into the co-op if you're asking Does your investment appreciate the answer to that is no But that has nothing to do with whether you're a member or an owner All right, are there other questions? Otherwise, I feel like we're because of time we really should call the question I don't mean to be speaking this often, but it just seems I'm being a bit zen and Rational, but there is a difference between the word member and owner I mean clearly if we're gonna look at this ideologically and it just seems that we are all owners now We can go member slash owner and then when you have to be typing this up You got member slash owner, but if we want to just look at this I feel and I'm speaking for myself that it seems reasonable that I'm an owner Not a member now if someone says it means the same thing I'll say okay But if we're talking about having a vote then I wouldn't I would vote for being an owner as many co-ops Throughout the country people are owners and even here in Morrisville where we've just started a co-op We're talking about being owners You some people might think they're a member, so I just would recommend that owner be the choice Okay, so does somebody want to call the question? All right in your name Did you get that? Say that again Okay, and a second For calling the question This woman called the question and I'm wondering if there's a second on that there is right there Okay, so the question is called my parliamentarian. Could you tell us what to do next? Okay, so those in favor of calling the question say aye Those in favor of not calling a question say nay I think that's pretty clear Yeah, I think Wait a minute Renee carpenter, so I've heard several people talk about Preferring the term member owner that if there has to be a change so This is I'm asking a question About a point of order and if I can ask the question then you can tell me The question is since this has been brought up several times What's the protocol to make an amendment that if we're changing the by-law? We could take a vote on member owner. That's my question. What's the protocol? The Sorry Since Robert's rules is being followed And the questions been called and two-thirds have agreed to that that ends the debate and we go to the Question if someone wanted to amend that should have been done earlier in the process So we aren't and I don't disagree with John Brabant I don't disagree with Michaels a set assertion about making changes But a point of order clarification on procedure is not that and what Renee carpenter was asking for was a clarification on procedure So we vote on this and if you vote for it's done If you vote it down, then there'll be another opportunity to propose an amendment Which would allow for maybe a different language change? That's Okay, that's what Renee was looking for Okay, thank you. I'm glad that there are sharper minds in mine on Robert's rules. All right, so we are now Gonna have a vote on the question and you have a green card Actually we could start with a voice vote I guess and if it seems close then we can go to the carts so those who are in favor of Making this proposed change proposal number one on the bylaws Please say I and those who are opposed to this proposal number one, please say nay All right, let's go to cards because I think that's you know, whether it's volume or numbers. It's hard to tell So are we just holding up cards and then they'll be counted and this Curry what is Yeah, what's the required what's the required number? Simple majority on this question and please hold up your cards until everything is counted Yeah, okay, Steve Fartman had a good suggestion put down the orange ones It'll be much easier to count if we just count the green ones and then we'll count the orange ones And we are counting on you only to be voting one way or the other We're just checking to make sure which Okay, it is a simple majority we just double-check the rules and our counters Do they have a number yet everybody's hands are getting tired Where are the counters? Can you wave your hand if you're a counter? Sorry, this is the workout part of the session When you have a number, let me know but don't tell me what the number is. Just let me know you have one This was a lot easier when only 10 people showed up at our meetings Okay, do you have a number don't tell me what it is. Just let me know if you have one Yes, okay green cards down orange cards up, please In some places they just pull out their cell phones and do this not yet, they're still conferring to make sure they have the same number I think And can you tell us what the numbers were? It was 93 against 82 for it. Okay, so that fails and Part of the material do do I just move on to the next question now? so You announced that that motion It failed so the answer was no so before the gather drops It's appropriate if anyone one makes it wants to make an emotion Once to make a motion with regard to question one So if anyone wanted to make a motion with regard to question one now is the time to do it But once the gather drops and you move to question two, so here's an opportunity to make an amendment to question one John Wow, I'd like to make an amendment or propose a new motion To change the term to member dash owner And I'm looking for a second John Breban dash member dash owner We need carpenter seconds I Would second the motion, okay, so we've been seconded so Yes, but let me just point out that this vote Which we will have discussion if that's wanted or move to call the question But this will need to vote by 90 percent of the people in the room in order to be adopted That's the the co-op rule on making amendments or I don't know if this amendment or a new proposal, but whatever from the floor An amendment to what's been warned requires a 90 percent approval So just realize that that will be the threshold Could you wait for the microphone, please Point of order, I think this is not an amendment It is a new motion. And so if it's a new motion, it should only be adopted by the rules of passing a motion Is a new motion allowed? No, that's what I thought The new motion is not allowed on the floor of a co-op meeting only an amendment because it's not a warned item So those who aren't here Didn't have the advantage of knowing that it might be coming up for a vote So that's it John. Do you want to withdraw your suggestion? Okay. Thank you All right, so we're gonna move on from that Proposal number one is voted down and we're gonna move on to number two and number two Okay proposal number two on this sheet which everybody received in the mail with their ballot Hmm This is about updating the presentation of the member voting article in the bylaws and Do I have a Motion to What is it? How do we start discussion? You move the motion. Thank you Stephen Kline and a second Okay Yes, I So the well, there is no motion really right, it's a proposal it's a proposal and The the explanation of the proposal Well the proposal that I'm looking at and I'm going to turn this over to Alex actually to explain and read the proposal because she's more familiar with it Okay, this is a proposal to Take the narrative section of the bylaws concerning voting requirements and Presents that information Formatted as a table The council made this effort to convert that information, which is currently very difficult to read into the form of a table Making one substantive change that I'd like to mention The one change that we'll be making is to drop a sentence that concerns voting by mailed ballots It's a method of voting. We don't currently use The bylaw does not treat any other map mechanical effort mechanical aspects of voting and Generally speaking the terms of voting are set in the bylaws by the council So the need for something about an outmoded method of voting seems to be our place So that is the substantive change The effort of council was to convert the existing bylaw into a table for clarity and ease of Understanding we wanted to be very certain that we accomplished that attention So we put this to fair tests. I want to tell you what they are the first we just involved council itself discussing this and and Examining all the modifications probably the people in this room who know a lot about this bylaw are sitting here in front of you at the council We also formed a bylaw committee that worked at a highly nuanced level to evaluate the Very very meticulous components of this and study all the implications of the language We went back and forth push and pull to make sure that we could actually Record every item that exists in that Really rather nastily written bylaw We also Studied history that is the history of amendments that in fact caused the bylaw to be so difficult So oddly structured it fails to have parallel and structure that you would anticipate So we studied the origin of the elements in the bylaw and finally We asked and we consulted an attorney and asked the attorney to provide an interpretation of the existing bylaw and A review and verification that every conversion that we made From the narrative in that bylaw into the tabular format was in fact identical and the lawyer said it was now We have a fifth test which is a discussion with you today So we're bringing this in front of you and we've done it by putting the bylaw the before and the after in front of you to be honest It's very hard to read that existing bylaw. It just it is tough. That's all I can tell you The if you have questions about where something is from the old bylaw to the new we will do our very best to answer it Because we do know where everything is located, but that is the that is the concept the Motivation to do this was exclusively to make the bylaw for voting requirements clear to everyone Just this minute when we were discussing majorities We here consulted this table because it was a faster method for figuring out what the majority Necessary to amend the bylaws was you saw it used today It's been used by the council for a while. So that's our whole motivation very quickly We're going to vote on this and nothing is at stake If you don't know the bylaws will not change If you vote yes, the bylaws will not change except that all of you will be able to read them better That's it That's all Could you just sit down for one minute, please? That was The Council's opinion or your opinion. I'm just trying to be clear Council's opinion. Okay. Thank you. And now we'll hear what the members member orders have to say now Do you have a point of order? Wait for the microphone Stephanie, please Thank you. My name is Stephanie Kaplan I heard Alex just say that Everything that was in the text of the existing bylaws was moved over to the table But in fact, there are two things that are in the existing bylaw that are that were not moved to the table And I think that's a point of order. That's why I raised it as a point of order Do you just want to ask Say what they are and ask The way I read the existing bylaw It is complicated. I agree with that. It's difficult to wrap your mind around this sort of focus on it, but I have spent the time and In that okay, we're on page With all the strikeouts, we're on the strikeout page. Okay, and we're down at the last paragraph And in the middle of that last paragraph It says with respect to motions to be voted on that an annual or a special meeting of the members of the cooperative and all of that emotion carries The coin requirement must be met and the members and good standing must vote in the affirmative as follows and was a B Okay, those were moved to the table D And we were moved to the table, but C was not moved to the table as a topic That is voted on at an annual or special meeting, which is what the bylaws say the existing bylaws say That was stricken. Okay. Can I just ask Alex if she can explain? Yeah, if she can explain that point This is an example, and I hope this doesn't get too boring. This is an example of how the Bylaw structure has some failed parallel components the first major paragraph block of the bylaw concerns Who can vote and the mechanics of voting voting at a meeting or voting by mail ballot the second general paragraph concerns what the majorities are to pass a motion now the second paragraph doesn't repeat the Identical top it doesn't repeat the topics in the identical way the one that you are citing is to exchange pledge mortgage or All or substantially all of the assets in the cooperative and that we have listed using the language That appeared in the first paragraph which is to exchange pledge mortgage or sell all or substantially all of the assets of Oh, it actually is the one that one is identical. So it is in place. It is there You know, I think there's one place where it says materially and another place It says substantially I do acknowledge that that terminology we consolidated because the two Intentions were clear, but they use slightly different language Let me just clarify this point. Yeah, I don't think you understood her question. Okay So I believe what Stephanie was saying is that there are places in the current bylaws That refer and this is particularly to the question about debt and the question about Enlarging the building it's not just dead. It's selling the assets of the co-op Yeah, but that clause and and the clause about an expansion of that Those are listed in the current bylaws in two different places. One is a better vote and one is about a meeting She's saying that the table only refers to Votes and not a meeting. So that's what she's looking for So let me comment on that. I'm sorry that I did misunderstand you I think that the place that then we're going to discuss is the fact that this list of five Elements where we where we describe what the majorities are necessary to pass Is is captioned? It's headed by something that says with respect to motion to motions to be voted on at an annual or special meeting and I understand why you would interpret that as meaning that everything that is in that list is Voted at a meeting. I understand that the prior paragraph is very explicit though explaining that Voting to elect members of council on proposals to subs to sell and or expand is to be done by mail ballot That notion is not invalidated by the phrase that begins that section In fact, we can say that for two reasons. So let me point out what they are the first is that the bylaw the bylaws were amended in 2003 to make this change to move The decisions on expansion or sale of the co-op to a vote conducted by all member owners By a mail ballot when the bylaws were physically amended there was an error made and the the Motion of Listing everything at listing all the majorities was left in one place and we're lost side of the fact that this header said With respect to things that are voted at a meeting that phrase does not negate The the change to the bylaws that states That voting will be done by mail ballot on those two topics and on the topic of electing council members It's a pretty unambiguous thing But I do seriously understand why that header does confuse But the only good interpretation that we can come up with is that the intention is to follow what exists in the first paragraph So I think that kind of identifies the crux of the difference of opinion I mean, this is how the council has gone through and interpreted it and I think what you're raising and probably other people will want to speak to is perhaps not agreeing with that interpretation That's true Michael with that respect and I will speak to it later. I hope There's another however. There's another one and that Alex said that Everything that's in the table in excuse me in the pros existing bylaws has been moved to the table The other thing that wasn't moved And it's it's in connection with this annual meeting it says for those two issues the issues of selling the assets or Expanding the co-op if you look at the Column in your table voting period Under those it says now to be turned determined by council if it were as I Interpret it myself also being a lawyer and also able to read on That the there was supposed to be a vote At a meeting you've lost. There's no notice requirement anymore There's no 14-day notice requirement. So the notice requirement now is determined by the council and I think that is another point of order the reason I'm bringing it up now is that that in fact wasn't moved over and that in fact according to this there's no 14-day notice period for voting on either to sell the assets or To expand the co-op and that's why I bring it up as a point of order and not just a disagreement with interpretation This is a good point The reason and we talked about this a good deal the reason it says to be determined by council I haven't to allude to it earlier the bylaws in general provide that the council does determine the mechanics of Elections for example, how long polls are open when things are warned what type of informational meetings we would use a Long list of techniques we might use for feedback council will determine those things in the absence in the bylaws Particularly when you read paragraph one there is no notice there There's no discreet no description in the bylaws of what the notice period must be So we default to something else that exists in the bylaws and that's what this table provides for now It will be determined by council. We actually considered by the way trying to come up with a Warning and a notice and all those terms But we realized we actually stopped ourselves there because we said that would be a Substantive change the bylaws as they are written don't provide for that Because the paragraph one that describes voting by mail ballot doesn't list the amount of time that you vote Etc. It doesn't list any requirements and it was Inappropriate for us to try to guess what they should be since our goal was simply to make this table and Carry the old bylaw, but it's a good example of what the table needs and I hope somebody does fill in that square It's just that we couldn't do so since the existing bylaws do not cover that Yes, I'd like to go back to go back or phone. I'm sorry. Yeah, I don't fire down. I'm from Washington Alex I want to go back to Stephanie's point where your job is to convey all the material from the narrative form to the table form and the Line C that has those two voting topics in it has a relationship of voting to both mail ballots and to Voting at meetings and you haven't accomplished your goal of transferring all that material because what it what appears on the table Vertically from and voter participation to those two Items is only included with all members by paper electronic ballot You did not include the other topic which is in the narrative form Which is its relationship to voting in a meeting such as this so you have not accomplished your job as you said you meant to do Okay, and it wasn't yeah for that. I believe I believe Alex try to explain the council's interpretation of that It's different. It's different than what you just said, but but It was not an omission Yes by accident May I just could be yes, so if I if I got Alex's Response originally to that was what she was saying was is that because it appears in in that? Narrative paragraph first as a mail about and that is some kind of priority over the special meeting portion of it And so that's how they transferred it to the to the table. I believe that that's what she's saying isn't it okay? I have a point and she referred to the history of the bylaw But but the point is not really how it came to be I think Alex has made the council position clear that this is their interpretation and now I think it's time to hear from the members Whether they agree with that may I just ask Alice spoke about a vote in 2003 and that there was some kind of Interpretation about what that vote was Matt may I ask what it is that you go back 14 years and And feel like you have the power to determine what was done 14 years ago for a vote And then you want to apply that to how you want to interpret it now Okay, I would like you to just everybody just tone down your voice. It's fine to ask questions But I'm sounding a little accusatory. Do I give a very brief answer to that? Because this bylaw had amendments that had what appeared to be potential contradictions That's exactly what you've looked at we looked at the source of That first paragraph and the source of it is a bylaw amendment from 2003 That was unambiguous about calling for votes held by all members by ballot on those topics and the election of council that Was inserted in the bylaw without Perhaps the tidiest way, but that's why we did look back 14 years We would have looked back 25 years. It doesn't matter the time period. We just had to figure out Well, what which which is more true and that's what we did Okay, so let's go to the middle microphones and I see somebody standing right there your name Michael Billingsley I was a member in For quite a few years as well as one of the like Auburn Pat one of the founders of the source co-op over in Plainfield and I would like to ask a question and I'm going to try and say this very carefully But in the context of how it's presented to us that this is a simplification with no ramifications that changes nothing about the spirit of the original bylaws I'm reminded as a former draft counselor This is the placard up at the postcard office that says it's quick. It's easy. It's the law Allowing people to sign up instantly Without a great deal of forethought for the selective service But which in fact completely abrogates their access to information about deferments about legitimate handicaps and all the other kind of Things that would stop a person from necessarily being eligible for the draft In this instance the simplification also in least as I see it may be an obfuscation or a And in a sense of complicated complicating of something Because when I see for instance to change the bylaws a majority of members voting and then it interprets that on the back as Meeting together in a meeting and then I see Changing the articles of association the members voting and it's interpreted on the back to be Meeting in an annual meeting or especially called meeting and then I look at to Exchange pledge or mortgage our assets it's interpreted in the back as being all members by paper and electronic ballot I cannot see why There would not be an equally important stress in such an important matter Upon members attending an annual meeting or especially called meeting by floor vote similarly dissolving the cooperative two-thirds of the members voting and In the back. It's electronic ballot and in a sense what it does it gives management If I enter if I interpret it says correctly it gives management the option of whether or not to hold a meeting in other words It says all members by ballot or electronic ballot. There's a meeting mentioned so I assume it's interpreting The wording of the struck out paragraphs, which I don't find that hard to understand It's interpreting that as meaning we don't meet we don't meet to talk about exchanging pledging or mortgaging We don't meet to talk about expanding the co-op. There's no need for it because our new bylaws would not say Meet am I not correct in this? Okay Do we have somebody over here? I'm a bit confused From the very beginning the presentation from the board what I heard there was a comment saying there was one substantial change At the end of the presentation, I heard there were no changes There's a contradiction there that I don't understand further the proposal talks about changing the formatting and If we're just changing the formatting fine, but if we're changing the content, I want to know exactly what it is and If there were potential contradictions, I think it would be appropriate for those potential contradictions to be explained carefully and we vote on those contradictions separately from the formatting But I must say what the board presented Created confusion in my mind saying there are no changes and there are substantial changes or at least one And I need clarification for that I don't know what the proper process is point of order or amendment or whatever But I think we should vote on the formatting differently from the content and separate those two out That was my suggestion. However, it's done in parliamentarial methods. Thank you. My name is Eric Bachman. Thank you Michael do you have any parliamentary Enlightenment on that one? It sounded like a question. I didn't sound I didn't hear it being a motion So if there's an answer, I think he's asking how that might happen to vote from the Format separately from the content presented Well, Stephen I as I as I listened to it It sounded to me like it was a motion to amend the warned article 2 Okay, I'm trying to make this in a way that isn't really amending the motion What we're doing here is we're saying dividing the question question one is can we Prove the idea of moving to a grid format and question 2 as we vote on the content of the grid format So what would be approving is to sort of make the step I think and you can correct me if there's not what you're saying, but to try to that We applaud the idea of moving to a grid Approach which the council is doing but I think what I'm hearing is sort of a substantial concern about the content of the grid Is it possible to divide it that way or is that a different motion? I'm going to inquire of Matt Levin who used to be on the board who it was involved when the Left okay, the reason I was doing that was because the co-op bylaws as written right now Say that in order to amend an article You need a 90% vote of the gathered crowd now You're trying to divide the question into two parts that wasn't warned that way I think this gets into the discretion of the Facilitator to see whether or not it is the sense of the meeting to divide question one without amending it Hush up 90% to go forward and divide it being question one a Does the co-op members gathered like the paper format and then question 1b? I think that's up to the moderator Okay, so that's me and he microphone After hearing that I'd like to clarify what I want to see I think the potential contradictions were not adequately Defined and clarified for our discussion in our vote. I heard a contradiction in the report from the board So I guess my vote on why what I like to say is I think we should vote this down until we have that information Do we have that clarity so that we can then decide on something that we have in front of us Okay, not something that's incomplete Thank you. I Was actually going to suggest that the format is not really the question I think we can still wrestle with the question and I'm sure that If they come up with a better format at some point Everybody will be happy. That's not the question. Okay, so Microphones are in the middle. Does anybody want to go and speak is? Michael Dwayne Michael Dwayne Is Is that Table to motion does that take precedence? Let me check my Vermont moderators handbook that I have right? Michael is the town moderator in East Montpelier But we're six months off the town meeting cycle so he's not quite up to snuff Just There is this there is a specific provision about tabling and I will get I'll find it right here And I think it's on page 20 hang on I recognize him too. He's kind of a nice guy We could have a comment while we're researching. It was there anybody standing on a microphone that has something that they'd like to say I I Really don't think that you can just have someone yell out I moved to table when people when it's been set up to come to the microphone And I doubt whether that's addressed in the bylaws. So I'm just going to say one thing Peter Kalman Imagine I'm thinking that I'm a Martian And I I arrived on earth And I've been listening to what's going on here. I think this is the third Issue has been discussed where we have a serious failure to communicate among us among all of us Among members member owners board members staff members And I think that we really Need to figure out a way that we can break through some of these communication difficulties ask yourself why why are we having these? Difficulties I think the staff Started to give us some clues about that. We need to listen to each other. We need to look into each other's faces we need to Really believe as a moderator suggested that we all are for the same thing I'm kind of sort of wondering whether that's true. Hi now. I'm Stephanie Kaplan again, and I Just wanted to say by way of introducing myself that I've been a member of the scope since 1984 My number is 46, and if anybody has a lower number, I want to see your hand So I was on the council somebody survived all these years um and So you heard a little bit of what I had to say and I just want to kind of clarify Speak closer to the microphone my position is on this having Having really spent a lot of time reading this and I know the council did I know their lawyer did But as I said, I'm also an attorney and I also can read as you all can read You don't have to be an attorney to read this and figure it out Although it is complicated, and I guess my bottom line is that if it's it is confusing because it says there are three ways Right now in the bylaws of voting in order to sell the assets of the co-op or to expand the co-op There are three ways. There are the two ways that Alex was talking about that says it says it right there by mail or by electronic voting But then it also says that it's also an an annual or a special meeting So I'm conceding this is this is confusing. It may not be contradictory But it can be confusing to read it and it is difficult to it's a very dense to read it so um, I Also wanted to point out that um I think to whatever happened in 2003 I happened to have been at that meeting But I think it's irrelevant to what we are trying to look at today because 2015 right here there was a meeting and there was the same proposal with another one and is also on The same thing it was to get rid of the annual to be able to vote at an annual meeting and just have it through Electronic and paper ballot and the members soundly by a big majority voted that down People made it very clear that they want to continue having debate discussion and votes Before voting the debate and the discussion comes before the voting So everybody who's interested can hear the different issues and the different sides of it And this is an exact axle an example. What's going on tonight? So what I wanted to do was just stick my neck out because you need 90 percent to approve an amendment, but I wanted to make move for an amendment to the existing motion and In order to understand the moon, it's really not very complicated because you have the table that the council prepared And if you go you have to look at this or I can try to explain it If you go down on this table if you look in the first column under topic and count down five and count down six And those are the two issues in controversy right now The first one is to exchange pledge mortgage or sell or substantially all the assets of the cooperative And the second is to materially expand the cooperatives building structure And I think it was as Michael buildings. They point it out if you go over to two more columns to voter participation And you see under these two it's all members by paper or electronic ballot, but if you go To four to three to two to one all four above it. It is members attending an annual meeting. We're especially called meeting by floor vote so my amendment would propose that all of the council's strikeouts on the Previous page would stay there. I'm not trying to remember those but that I would strike the Under five and six these two issues. I would strike all members by paper or electronic ballot and the next one I would also strike to be determined by council And that's do you understand that's for both the exchanging pledging mortgaging or selling all the assets of the co-op And then also to materially expand it. So it would just substitute the same Process the same voter participation the same voting period as already is provided in here for topics one two three and four and that is it would be members attending an annual meeting or especially called meeting by Floor vote and the voting period would be at the annual meeting especially called meeting and that is what I am moving to To amend The proposal that's on the floor. Do I have a second? Second Renee Carpenter I can't I couldn't even hear you Alex. All right. I Hearing six different things if you would like to say something don't just stand up Be recognized and get a microphone so everybody can hear you. Thank you Raise my hand before I want to point out that moderators often times allow people To hijack Conversation and discussion by yelling out call the question The moderator does not have to recognize someone who shouts that out and they can continue to allow people to debate Unless the person is recognized The call the question is just somebody shouting out and I think it's very anti-democratic there's a great deal of discussion going on here and I think it should continue As to the substance of this issue Are you talking about the amendment now because that was seconded and that's what's on discussion Okay Thank you We've already heard from you So I just want to make sure everybody has a chance to speak first before I recognize you Is there a point of information did the no, I was it possible to call for a table? That was all I asked That I don't know what the decision was Yeah, with regard to the question on tabling Under Robert's rules a motion can be made to table a warned article The question is is it tabled to the end of the meeting? Is it tabled to the next regular annual meeting or tabled to a special meeting and voting to table is not a vote on the merits of the question and To table which is different than ending debate Technically requires a majority vote But usually it's tabled to a date certain and the date certain can be the next special meeting But but that's the rule. So it's a motion has to be seconded it's 51% and Generally, it's to a date certain including at the end of the meeting So if there if there were 12 items you could move to table Question true to the end of the meeting if there's a meeting if there's another regular meeting of the body in Three months you could say I moved to table list to the meeting to be held in three months Something like that, but so that's that's the procedure No, you have to be recognized and you're not going to get recognized Until people who haven't spoken have an opportunity to speak and then you will be recognized because I said that in the beginning Everybody gets to speak at least once over there Hi, my name is Andrew Sullivan, and I'm asking this question on behalf of someone who isn't able to ask it In the table as proposed it says The I guess the fifth topic down all members by paper or electronic ballot and someone wanted to know why it says or instead of by mailed or a combination of Different methods and electronic I'd also just like to say that it seems like this Bylaw change proposal There seems to be so much confusion About it. It should at the very least be tabled And I I I don't see how it could be approved Tonight With everyone feeling confident that it there's clarity Okay Thank you. I Believe the language correct me if I'm wrong, but I believe the language in there is because the co-op no longer males Ballots that's why you don't see the word male ballot in there that was decided a few years ago for Financial among other reasons You've already been heard from so please wait go ahead. Hi Stephanie Boucher I have a kid downstairs. It's after 8 o'clock, and I think we're all really tired. I Don't know if people are feeling ready to vote right now Or if the tabling is more attractive, but whatever the group wants like one of those options I want to make that motion Well, you have a choice of calling the question or table. Do people feel ready to vote on this question. Is that what I call it? That means vote. I'd like to call the question Okay The question is called is there a second this is We're still talking about the amendment Yes, we're still talking about the amendment So we're voting on whether or not to adopt the amendment and this would need a 90% Approval An amendment needs a 90% approval No, she didn't call the question on the debate. She called the question on on the question on the floor Do you Where did where'd you go? Michael Michael Mike John brave in there's enough. There's a motion on the floor We're only allowed to speak to the motion that's on the floor the motion was to amend as described by right And I believe and so that's so the question that was called the only question I could be called is to the motion that is presently on the floor and it's the motion to amend as described So we're voting on the amendment exactly. That's Robert's rules. Yeah, thank you Yes, it was and it was seconded. She said a fairy made the motion and it was seconded That's what we're doing. We are voting on the amendment The amendment will require a 90% approval from the people in this room voting and That's what we're doing right now. So we're gonna do it by voice and See how that sounds and then Eva, do you have something that just can't wait? Can you repeat the amendment just so that everybody's clear? Stephanie can you repeat your amendment in front of a microphone? No, no She's calling the question. I Okay, I was unaware that I was calling for a vote on the amendment I mostly just wanted to vote on this by-law change But you can call the amendment which moves us towards voting on the moves us forward. Yes, okay So Stephanie, please restate the amendment which we will be voting on the motion is to on the table that the Council proposed that table that To go to the first column to the topic to exchange pledge mortgage or sell all or Substantially all of the assets of the cooperative and the next block to materially expand the cooperative's building structure With respect to those two go over to the third column under voter participation and Strike what it says which is all members by paper or electronic ballot. That's what it says under both of those and to substitute Members attending an annual meeting or especially called meeting by floor vote the same language as in the four topics above and also in the next column Entitled voting period to strike to be determined by council and to insert at the annual meeting Especially called meeting and this would bring back these two issues to discuss debate and vote at a meeting Okay, is that clear for everybody because all we're doing now is voting we're not talking about anything unless something is unclear Okay, I don't want comments I just want if you're unclear about what we're voting on you can ask a question. Otherwise, we're voting Brenda foul Being there so many people have left do we still have a quorum where we can legally vote on this at this point? I believe we only needed a quorum when the meeting began in order to conduct business. Is that correct? Excuse me. I can't hear you. Yeah, we only need a quorum when the meeting opens in order to conduct business It doesn't require a quorum at the time of a particular vote That's really not fair. Well, it's it's just how it stated that Michael's correct with regard to a general meeting under Robert's rules But under municipal law you have to have a quorum present Throughout the town meeting or school board meeting to vote on anything to be binding but under Robert's rules you don't Okay All right, so here is yet another civics lesson for me and probably some of you The question has been called which means first We have to vote on whether or not you are ready to call the question and that requires he two-thirds vote If you say yes, let's call the question Then we will vote on the amendment if you say no, we're not ready to call the question The question goes on so let's vote on calling the question You can just give me an eye or an a Okay, wait If you are ready to call the question, please say aye And if you are opposed, please say nay Okay, so the question is called now we're going to vote on the amendment and This is going to require a 90% of the room. So we're gonna try a voice vote first if you are in favor of The amendment that Stephanie Kaplan put forward and read just a few minutes ago Then please say aye and if you are opposed, please say nay All right, I think we're going to need to count cards on that one because it's a 90% threshold So green cards green cards up first Another minute so we can get a count Okay, okay, green cards down and if you are opposed to the amendment as stated Please raise your orange cards. It was one oh one four and forty two against Okay, so the amendment fails it didn't reach the 90% now. We are back to the question 98 to 42 I believe is what Carly said one or one to 42 was the vote So now we're back to the question the original question the proposal on whether or not to adopt this by-law change it requires a Simple majority of the people in the room, but It's still on the floor for debate unless I hear otherwise Call the questions. They're a second. You're right. You're right. Okay Is there somebody who hasn't spoken? You all right. All right. I'm not going to argue with you Alex. It's not worth it Thank you. I think we need to vote this down. I think it's well intentioned There are anomalies in here number one under quorum, which is not being changed still references mail ballot Which apparently nobody wants to use There's no reference to electronic ballot in either one or two there needs to be some reference to electronic ballot We need to give a lot of thought to how do we Get people to have an opportunity to weigh in on important issues like selling the assets of the club or expanding the co-op Maybe it's electronic and me dealing with it in an annual meeting But so far it doesn't seem like the homework's been done and I would suggest We voted down and if people want to be involved in a by-law committee I was involved in a by-law committee with a Washington Electric co-op a long time ago There may be some more wisdom that needs to be brought to this well-intentioned effort Thank you Good evening This is Stephen Farnham. I'm one of the people who served on the committee that ultimately moved this to the council and then for approval and I'd like to speak to what Alex just said that it was not a well thought through I Couldn't disagree more. We put a great deal of time into this As far as the one piece of that it could be true as it wasn't well thought through how we could connect with the group By the group. I mean everyone here tonight It would seem that there was a communications failure there But we are looking at a situation Where I think there's a bit of a catch-22 or you're asking us to do something which is impossible How many people would agree Regardless of your philosophical ideas of whether or not it's a Equal representation whether or not you agree that it states the same thing Does anyone in this room disagree that this tabular format is easier to read? okay, and So my point is we spent an awful lot of times being buried in Page after page and paragraph after paragraph of my laws old and new and amendments old and new To figure out how the original document with amendments added what that equals in the end and our Interpretation is it equal this? Now that's okay to disagree with that But the next problem comes in in which is to Provide a means by which all of you can understand how we arrived there That has to happen in a half an hour at an annual meeting when we spent months working on this thing It's not possible to go over this in a half an hour. It's not possible to tell you all the nuances that we went through What I would and I have many times when people take me aside and say, you know, what's going on in the council? What are you guys working on or what what's up with this by-law change? I've said come to the meetings Hear what we say There are two or three of us that fought long and valiantly to get All of the council meetings recorded and put on the website And it was a tough fight because a lot of people didn't want that to happen We have those recordings posted you can listen to our discussions now and Still we get to hear and we're soundly chastised for what we tried to do. I Came into this group three years ago. I'm hoping to stay in it, but that'll be up to your vote With the idea that we needed to open up this channel of communication and I think we've all tried to do that but if you Choose to vote this down it would be nice if as a footnote we could learn from you exactly how you want us to communicate with you Do what do we need to do so that you understand where we're going with this and we can head this off Long before we get to here because there's no point in taking all this time to try to bring something to you And then have you say? Sorry, we don't understand it so we don't we're not in favor of it I guess that's the upshot of what I wanted to say I will in closing. I just wanted to make one of their comment I've heard a lot of different things about this whole process and I'll say that I Through three years. I've had a bit of a bunch of disagreements with different individuals But I have never ever doubted the commitment of my colleagues on this council to this organization Regardless with you agree with where they're going. I think they all Are really trying to do the right thing? Thank you Is there anybody in the room who feels like they need? More discussion before they're ready to vote on this question Okay, there's a difference at this point in the night I just want to point out that there is a difference between wanting to say something and Really adding something to remain to the conversation. That's why I'm asking Are there people in the room who feel like they need more discussion in order to be ready to vote on this? We could spend all night here listening to people and I love the democratic process But I'm also hearing and feeling from people like Do you have something to add that? All right So first of all, I wanted to thank you for all the work that you did in organizing this table And I'm sure that you worked very very hard to make sure to transfer all the information from the Long bylaws into the table. I love organizing things myself as a science teacher And tables are great for that. However Not being a lawyer, but being able to read like we've been mentioning it a lot I don't think it just translates everything into that table You have you are being a little bit rude and I was not being rude at all. May I finish? Please do not take the phone away from me. I'll give you I'll give it right back to you I'm not trying to be rude at all and I apologize if you felt that way What I am trying to do is be sensitive to the whole room and I believe Okay, so I want you to finish but I'm asking everybody in their mind Before they feel like they need to come to the microphone at this point in the evening if you are not adding something new Then maybe it's just time to that's fine. I'm gonna listen to what you have to say. Thank you I think that Seeing this table and reading and putting more information to this table It could definitely fit it We could use smaller print to make sure that we include everything from the former bylaws that would include more methods for communication which everybody seems to agree is a great thing and Include that in all those votes would be to use this wonderful table that the council members work so hard on and to add to it from the Striked out parts so that we have more methods of communication and not less And I don't think it would take away from the clarity of the table for a future time When we get to vote on it once it's more complete And I'm sorry. Did you tell us your name? Ella Malamud. Thank you. So is there anybody else who would like to speak? Hi, Linda Kelly. I was on the council from 2011 to 2014. I'd like to ask that we either not vote on this or that the count or that we table it Because I think the council should consider removing any Requirement that any vote is limited to voting at an annual meeting with only the people who are present We are a cooperative. We are cooperative of 8600 members That only allows us to have what 300 people here that's 3% So unless you want to be an elitist oligarchy and require that decisions get made only in an annual meeting That you will vote that we will ask the council to consider amending so that votes take place by In-person or electronic ballots or at an annual meeting very inclusive. I'm just about sick of it That's mine Am I right? Yeah, John Stapensky I would just like to say that I spent the the minutes here in the meeting looking through this and mapping of the mapping the aid items to the bylaws and looking at it very carefully and as far as I can see This is quite a complete. Maybe not to the word but to the idea a translation from this rat's nest to this table and I think what it What it does is reveal that there are probably some good places to make bylaw changes But I think basically what this has done is clarify What is actually said in these? Bylaws there may be a couple of word changes like the business of mailed ballots, but I don't know I tried to account for every item and if you want to look at my scratches You're welcome. Thank you very brief comment. I don't think this has been said and the last two years of discussion a strong Impression that I came away from the meetings was that there was a an preference on the part of management and The council that the number of participatory opportunities by which the members could weigh in upon our Conduct of our co-op Would be decreased in some fashion and that the Co-op management be able to shape the dialogue by emphasizing a remote ballot by which the issues would be framed by the management the Other members who might have a different opinion would not have access to the same conduits to reach the membership and as a consequence the management would have a greater chance of creating the kind of Co-coerent Coherent message that would lead the membership as a whole to vote even if they were not present or did not either could not or would Not be at these meetings and I'm hearing a game in looking at this table a Just a different method to reduce in-person membership participation, which I think is one of the key aspects I'm not saying we shouldn't vote electronically. I'm saying I would very much be suspicious of efforts to reduce through language through clarification through whatever it's called the number of Means by which the membership can weigh in upon large question before So my name is Ashley Hill, and I'm the vice president of your co-op and and I'm really struggling I've been sitting up here diligently trying to take notes to make sure that I capture what everyone here is saying and I am I'm truly offended to hear that that there are people in this room that think that all of us that serve here on this Council that serve all of you and that represent all of you in council meetings at the co-op Don't want involvement and I can assure you that I have been serving on this council with these folks here for several years at This point and every single one of us wants to hear from people and any assertion to the contrary tonight is deeply offensive to all of us and I am so Heartened to see all of you here tonight, and I appreciate how important this co-op is to all of us But I want you to be involved in every single member of this co-op council wants you to be involved And I commend all of you for taking your time and still sitting here with us through all of this discussion Some of which has become heated and and somewhat offensive and and I appreciate the sentiment behind it And I appreciate all of the work that has gone in and sharing your thoughts and your opinions And I encourage all of you to continue to engage in that and to do so respectfully And if you have questions or concerns about whether you feel like your council isn't responding to your needs or your wishes or your Desires for your co-op, please reach out to us because I assure you we are here to listen and we are here to work for all of you Thank you John and then I will be brief in the interest of time I'm gonna vote no on this motion and Primarily because of all the confusion around this and it's there's no fault here It was a best attempt. I've known Steve Farnham forever. He's an honest straightforward guy. Love him But I think there's a lot of confusion unintended What Stephanie Kaplan said is is the case and I just like just Bend here just for another minute when our Legislature over under the Golden Dome Men's law they don't always get it right just like our council Doesn't get it perfectly And so what happens is you off times will have a new amendment to a statute of law that can be read in conflict with existing law and There's a rule of statutory construction Statutes of laws by laws for the laws of this co-op. These are our statutes folks The rule of statutory construction, which I would argue implies here very clearly is where you can read Two statutes or two portions of the same statute in conflict or you can read them Under another interpretation to work together The rule is you need to read them to work in concert With each other if you cannot do that if you're mutually exclusive no matter How you view that those two provisions of law Then it's the newer law That presides that's not the case here this existing by-law that's being proposed to be amended here can be read To cooperate The first half that struck the first paragraph in the second paragraph. They can be read to work together and the the collective work together interpretation would be to allow for Issues of this level of consequence such as selling our cooperative To be held at an annual meeting. That's how you read it together The changes here would actually actually be a change to our laws It would mean that you can only read it one way It would not be at an annual meeting any longer It would only be my electronic ballot or paper ballot. I think I don't know whatever else it says on there and and I will See the mic to whoever's next but For those who were around for those who were around back in the early 90s Howard Dean was governor The Cabot Cooperative Creamery was owned just like our little cooperative Hunger Mountain Cooperative It was owned by our Cabot Marshfield Walden Hardwick Farmers they owned it and through changes to their by-laws the board Accrued power now that was a really good board everyone trusted them but then new people got in there and they got a business manager in there and He worked a deal and he almost sold that co-op to a private corporation whose number one Business interest was buying co-ops in small businesses around the country and dismantling them That's what he did. It was stopped by the membership going to federal court But that it got so far down that track because the membership wasn't Cued in to the level that they we would be having these annual meeting type votes That they had to sell they got so in debt legal costs and everything and they wound up selling an agri mark mark agri mark Co-op there was a federal lawsuit Members were saying we need to know what the salaries are and expenses are and everything else and I'm getting told to sit down by a rude member but the federal court ruled that The the agri mark Co-operative is actually a private corporation doing business under co-op rules So they are no longer a co-op and this happened because the membership Said we don't need to have that control We trust our board and I trust this board But I don't know who might inherit this board in ten years and I'll leave it at that I ask that you vote no Thank you Carl Etniere Member of the council for one year prior to that I was on the bylaws committee I worked with Stephanie and Billy Donovan and others two years ago to vote down the proposed change How our bylaws were amended because it was not participatory enough It would have taken the power away from this meeting. I When I initially looked at this table had the same reaction as Stephanie This is a substantive change looking at the plain text of the bylaws I wrote a two or three page memo explaining that and then I look back at the history and what happened in 2003 and Saw okay. Now I understand what they were trying to do I understand why those amendments were poorly crafted and the intent the last time that the co-op voted on these issues the co-op voted Because they were angry about what happened at annual meeting to expand the Conversation and voting to all members Be that as it may given the conversation that we've heard here tonight and Also given that our bylaws are messed up in a lot of ways If you spend the hours and hours over the years that I've spent with these bylaws you find typos You find things that are unclear. You find a silly order to things Maybe we need to listen to the folks who are saying let's get a committee together Let's spend time together over the next year and come with a bunch of well-explained Amendments to the bylaws next year that are a bigger package than this and spend more time Maybe like the community conversations that we've had over the last year. Can you get Ellen a microphone? I don't know if it's appropriate or not, but I would like to call the question for a vote I think that is appropriate to we have a second And even client seconded All right now see I've already learned my civics So now I know that we need to vote on call to question and that it's a two-thirds vote of the house All right, so Let's do an I and an a voice vote if you are in favor of calling the question, please say I If you are opposed, please say nay Oh There's a 90% All right So then we are going to vote on the question the question requires a simple majority of The people who are still in the room and we will also do this on an I or a nay So if you are in favor of the proposal number two as stated in the caught mailing Please say I If you are opposed to proposal number two, please say nay I would say that's pretty clear that the nays are at the majority So we have concluded The bylaws section now I I do want to remind people of two things first of all I do want to apologize. I I definitely lost it there in the middle and I particularly Apologize to you But what I was going to say is there's going to be a Speaker in a short presentation as your agenda carries and then the raffle and You do have to be present to win the raffle. So just I mean the raffle that's called a raffle, right? Yeah, the raffle. So just keep that in mind and thank you all for being part of democracy Thank you so much Michael. I appreciate that. We now want to introduce I Don't know where I start with this actually do you we're gonna hop over the video, okay? We're not doing the video Allison should I just bring Allison up? I want to introduce Allison Levin who is going to talk to us about gleaning and She it's so fun. It's so uplifting. So I'm not a comedian. So sorry I can't entertain you more, but I'll do what I can here. So Next slide would be great. So I'm Allison Levin from Community Harvest of Centrum out the founding director of the program Back one slide. Do you have another one there? Kari? There we go that that one would be great. Thank you. So Let's change the subject just for a second and I will be very brief tonight so Gleaning dates back to biblical times as many of you may know this painting may be familiar as well But in the last 10 to 20 years has become more popular as we focus on environment the environment and wasting less and our focus on on that has become more popular in the last few years and We are we consider gleaning to be recovering the surplus food from local farms the food that would otherwise Still be nutritious, but the farmers are not able to sell and that is the focus of our Organization and we've been partnering for the co-op for a number of years now So if you'd like to go to the next slide that would be great gleaning is really our way to bring the community together and it has a community activity and Share and learn together while we're doing good in the community. So We have been this is only our fourth season We started the program four years ago with an idea of one or two people in a Subaru wagon and now in our fourth season we now work with over two to three hundred volunteers and provide food to 7,000 Community members who would otherwise have Limited access to fresh local food. So we're making a big impact in the community We also last year were able to build our own Cooler all with volunteer support that we put the food in that we've been collecting each week before our volunteers deliver it to Our partner organizations. So there's a picture of the cooler and and a lot of dedication that went into building that So beyond that we now partner with 30 farms originally we started out with one farm and we work all throughout Washington County and we have provided 300,000 servings of fresh local food to community members in So that's a it's a pretty big number and We Sorry getting distracted here So those all those servings of food get distributed to our partner organizations 16 to 20 organizations throughout Washington County also the Vermont food bank when we don't have Sites locally to distribute to food shelves senior meal programs. Many of you are involved in the work of some of those organizations and Get the food that we provide all Organizations feeding people with limited access to fresh local food Next slide. Thank you So our focus here as I said was in Washington County And we're a study found recently that almost one million pounds of produce grown but not eaten from local farms every season so that The the produce that we're recovering we're only making a dent in that and we're part of a wider Network of organizations statewide nationally and internationally all working on the gleaning effort to keep food from going to waste We're part of what's called the Vermont gleaning collective Which is a group of six to seven other organizations around the state which was started by salvation found farms It's a network of professionally organized community-based gleaning programs that Work to make sure that the surplus from these farms this 14.3 million pounds every season we can at least recover some of that and feed all those people in our communities They don't have enough access to the food that is being sold at the co-op So you might be asking how that how does this really work? So we It requires a lot of coordination That's really about what we do and we start by being contacted by a farm who might have finished their field of onions that they're Harvesting but there's still some left for us to glean then we work with the volunteers to try to get them out to glean in the field With us you can see the picture at the top To recover those onions in the case of onions We take them into the barn and cure them so that they'll be Easier to clean and send to senior meal programs and food shelves the chefs really prefer when we don't give them dirty onions to Put on their cutting boards So we'd like to clean those and make sure they're ready for the site but again, it's all Not quite as simple as it may look and all the components need to work together And it's really about having those partnerships set up ahead of time those partnerships with the farms with all of the Volunteers and the recipients to make the process work and about the coordination and that's what we do My community harvest so we're now at this point Looking ahead to how we can involve the community more in the years to come and build on our successes that we've had in the first Four seasons of our program Next slide. Thank you So you may be asking after this long evening What can I do to be involved in this or maybe what can I do to get home? But But in this case I wanted to to mention that you'll thank the co-op for the years of support that all of you have given our Program already We have partnered in a number of ways and I won't go into those right now I'm happy to chat with you at some point about those I will be at the food fair on Saturday if you want to come chat with them because I know you don't want chat with me tonight But all through October We've been the giving change recipient at the call up and that goes through this Sunday So if you'd like to give change to our organization, you can still do that We appreciate all those donations. Also, we you can become an outreach volunteer I'm a volunteer with our organization on behalf of the co-op and you can get a discount for doing that if you don't already receive one and Also other ways you can get involved or encouraging your local farmers to petition Participate with our organization and and work with us to recover the food that they can't sell Adding our organization community harvest to your yearly giving would be appreciated I'm also supporting our requests from local towns to get on the ballot for funding requests for a little bit that we ask for them so and I don't know if we're gonna take any questions if anyone has a really quick question. I'm happy to answer them, but Kari Our biggest need It changes moment to moment I would say probably funding is always the biggest need but money We're looking to bring more food into this county We don't have as many farms here So we've been partnering with other organizations in parts of the state And so we're looking at a new initiative that we might be able to do that And so that would be something we'd love to have some more funding for I'm the only staff person for the organization So it will be helped to have a little bit more funding to make Ability to grow and expand. All right. Thank you. You've been very patient I'm just gonna make a few thank yous and then we'll go to The raffles. So first of all, I'd like to thank Lost Nation Theater for hosting us tonight I'd like to thank Fully for donating the linens the music was provided by Dana Robinson and RD Eno photography by Curtis Johnson The childcare providers were Rhonda Brace, Chris Parker, Alex Smart and Sadie Chase Tatco I want to thank all the staff and the member owners who helped set up the room and are gonna clean up after and Then tomorrow, we're gonna turn the room over and it's gonna be the food and wellness fair on Saturday and Most importantly when I think the community relations and member services team crystal fuller Stephanie Kanona and Robin Joy Jess Knapp, Mary Trafton, putting this sort of event together I'm gonna thank you to all the Organizations and people that donated us raffle prizes, which we'll do in just a moment We have one more hand for the prepared foods team including chef Doug Barg for dinner tonight Alcoholic beverages were provided by cast iron. I want to thank Claire Wheeler and the hunger Mountain Cooperative Community Fund committee special thank you to Allison and I also want to acknowledge we have three outgoing council members So if you would come up when I say your name Rita Rickardson, please Rita served on the council from 2003 to 2006 and then she came back in 2012. She's served on countless committees I don't think we can count that high and and a secretary. I know at least that much maybe treasurer at some point Rita's very good at asking probing questions. She is very insightful and wise and she's also very skilled at identifying where the bridges are and and Bringing us together when there appeared to be differences. So we're really gonna miss Rita and we thank you very much the certificate for you and On the back is a gift card to bear upon books Thank you Our second outgoing council member is Marcy young Marcy can't be here tonight. She has moved to Montana So Marcy served the past two years She brought a lot of passion for community and for Environmental values and she really pressed us she pressed me specifically to use more data when it came to environmental As you saw some of that tonight specifically she was interested in using comparative data. So I really thank her for that and Wish her well living in out west So she'll receive a certificate and a gift card to the Bozeman co-op where she's moved and finally I want to acknowledge Alex Brown Alex has been on the council for five years including the last four as president So that makes her the longest-serving president at least the past 15 years maybe ever So Alex is a very skilled highly skilled writer and a speaker. She's a very innovative thinker She's devoted to serving the co-op and has worked tirelessly Over these past five years. She's always responsive whenever I need to anything and she's bringing good ideas and good insight I've been very helpful to me as a leader and I know the rest of the council. So I have learned a tremendous amount Working with Alex and I thank you so much and wish you well and good luck. Thank you very much Okay, and I also want to acknowledge that we have Stephen Farnham Who is running for reelection? I'm not going to presume anything about the outcome of that But I do thank you Stephen for your contributions over the past three years Good luck, and I want to thank all of the council members for their work over the past year I want to thank the five candidates for council the votes will be tallied tomorrow and we'll announce the results post them online and in store want to thank you all for coming and Please join us here for the food and wellness fair. So I'm going to turn it over to Somebody crystal are you gonna do it? All right, I'm gonna be really quick not gonna be funny. We're just gonna do this. We can all go home, right? So the first one has a 45 minute energy Jenna session with a community link partner of ours lucid path wellness and the winner was Mary Lee Wilsnick Are you still here? You win Congratulations, the next one is goodies from Vermont 99 meets that they donated You'll have to come to the co-op and pick this up because most of it is perishable and half of it's frozen And there's some stuff. That's not frozen. So just come to the co-op and ask for me and I'll get it for you But you have a t-shirt to take Rob kid, are you still here? All right, it's you come to the co-op find me Next is a one-hour self-care assessment with a co-op link Sherry Reinhard Juliana Westcott, are you still here? Juliana Going once going twice Okay, Jane Stewart Nope, Jane stout 6166 Are you still here Jane you win Next is this gift basket from host defense Carolyn Moore. Are you here? Going once going twice Dan Jones Going once. All right See Simpson number number 1064 Are you here going once going twice? All right, pick a new one Georgina Haas Yay, I knew she's here. Oh Right, this is for the landscape design consultation with a co-op community link mammoth landscape Amy, I can't read your last name. So I'm going to read your member number one two twos or sorry two two six six seven You're a newer member Amy Ellen like Going once going twice Carolyn Moore is not here Picking again Allison 4954 You win Thanks for hanging in here see good things happen when you wait, right? Culinary medicine consultation with our co-op community link partner Lisa Mazze Dan Jones. We know is not here Mary Lee Wilsnick You win again Okay fair trade basket with $50 from the co-op for produce who get you get to come to produce and pick out $50 worth of stuff Eli Frank Going once going twice This is just a last name Mclin 17060 No, not here pick again George Longnecker Are you here? All right, is he here Okay, moving on Citizen cider you get a gift card a tour some goodies Carolyn Stephens Are you here? All right winner Okay Nordic naturals gift basket Aaron Lane, are you here? Going once going twice Dan Jones is not here Dan Jones would have cleaned house tonight. He is not here If anyone knows him you ought to tell him that Yes Here we go. Yes, I proved this she had to go yeah This one is a one point one point five one and a half hour private session with empowered birth preparation For a mom and birth partner with our community links partner Amy late Amy pay the page and Sally Leahy Sally Leahy, no, you don't want it Olivia Dunton, are you still here? She's here. Yeah, she wins Okay, we've got Joe's kitchen scream and ridge farm soups They're in the fridge in the back So if you win go to the back and we'll have a Robin back there to help you get that stuff Michael Sherman, are you here? All right, you win you can go back to the fridge Robin will help you out Another co-op community link partner one and a half hour hypnosis session. Ooh sounds fun I've run Pat. Are you still here going once going twice Angie Buckley? Think I saw her leave Rob kid. Are you still here? Did you leave? You are also cleaning out Massage Vermont donated a one-hour cranial sacral therapy treatment and our winner is Amelia Sherman Going once going twice. I don't think she's here David Lathrop 20641 No Juliana Westcott not here picking again Stephanie butcher You hear Okay You win If you hear your name yell really loud hundred dollar gift card to the co-op Andrew Starzak, are you still here? All right, David Abbott Pick a new one. Please don't break down the chairs. Thank you for helping but we're gonna use them tomorrow So you can leave them right where they are David you win You're here Yes, before we pulled that next one All right, two more to go This one is the ultimate beer swig raffle, I hope you have room in your car for this canopy because it's going home with you Cynthia Johnson Are you here? Yay, so you get all this stuff and this really heavy thing that I'm not gonna move for you Okay grand prize drum roll anyone up for it drum roll This is a two-night stay for two people at trap family lodge donated by the trap brewery David Lathrop, are you here? How about Janet wrestler 398? We have one more piece of business I need a motion to to adjourn the meeting It marks a mckaskey seconded by Ashley all in favor of adjournment say aye. Thank you again