 Okay, thank you all for coming and welcome to the 2017 Hunger Mountain Co-op annual meeting. I appreciate it and I hope you all had a good dinner and that line is going to be closing down pretty soon because we need to start the meeting to make sure we proceed through our agenda. So I'll give you a few more minutes to finish chatting and getting to where you want to go but we will be starting the meeting in say three minutes, okay? Thanks everybody. Okay everyone, I'm going to use this microphone in a really dynamic way and welcome you again to the annual meeting. Hello, Kevin, 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 and there's bathrooms all the way down on the bottom floor and there's bathrooms down on the main floor. 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 fine folks from Borca so you can get a replay of this and friends who cannot attend tonight who are going to be able to see it. And now I'd like to quickly introduce the council of the Hunger Mountain Co-op. If everybody would please stand. Is everybody assembled? Yes, please. So I don't think this is really alphabetical but maybe it is. Burtle Ago and Scott Hess. Ashley Hill. Mark Stamikowski. Rita Rickinson. Steven Farnham. Carl Etniere. I want to let you know that the candidates for the council election 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 names? It's Jose Aguiot. Where are you? Right there. There we go. Wave. Who else have we got? Tom Kester. Tom Kester. Waving. Good. And Suzanne. Okay. And we have one more. I'm not sure. Can we do anything with this volume? Okay. I'll do it this way. We won't really use. I'll try to talk this way. So, Steven 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. And we have our folks for election. Now, the ballot boxes for council election are still open. They will close 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 until 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 the 2016 annual meeting minutes. And so, I will entertain a motion to approve them. The minutes themselves were on that table back there for everyone to read. If there is a motion. And would you give me your name? Mary Alice Bixby? Bixby. Bixby. 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 don't you give us your name? You can bring it up here so it can be handed to the note taker. 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. I'm going to 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 going to call for a vote. I think 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. The ayes have it. All right. Now, is Aaron Galligan Baldwin here? Oh, this is a development. Can you do it? Okay. We're going to do it. It's the co-op. We can cooperate. We can make it happen. The minutes will get taken. All right. We may need more paper for her. 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 going to introduce the committee member, one of the committee members, Claire Wheeler, who is going to list the recipients and briefly state their projects. We'll be speaking to them at more length at the end of the meeting. So if Claire would come forward. Really, really. Hello, everybody. I'm Claire. Good evening. How's the food? So 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 in grants to nine very deserving, hardworking, 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 those of you who made a donation to the fund. And this year also the council elected to donate un-cached 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 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 right now quite small, we really work on focusing our efforts on our grants being able to make a big impact for these organizations. So we took photos earlier, I think, with all of the recipients. Thank you all for being here. And I'm going to just kind of run through all of the excellent work that they've been doing. And would it just ask that any representatives from those organizations please just stand and be acknowledged, as I mentioned your organization's name. I think we have a slide happening. So first the Barrie Area Senior Center. Congratulations. Thank you so much. Received $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. NOFA Vermont, doing their Food for All Low Income CSA share support. Excellent work. Vermont Food Bank for their excellent Veggie Van Gogh project in Barrie 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 Project, doing a teaching garden, gleaning and education around local food. JustBasics, Inc. Montpelier Food Pantry Recipe Kits. The Calis Ag Committee and the Calis Climate Action Team working on materials and supplies for their newly established Gospel Hollow Edible Park. Go check it out, Calis. 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. Thank you, Claire. 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 we're 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, Cari Bradley. So we'll look at our reports. 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 45% 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. We're supplying this food. It's a good direction to go in. 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 in 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 even 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 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 helped support that. Also in supporting the Co-op, 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, I 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 economists have 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. You made that come true by shopping at the Co-op, by investing in the Co-op. And 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 multiplier is based on their employees buying things. A Co-op like ours contributes 1.65. It's a much bigger footprint than a 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 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 Kari will certainly answer some questions. 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%, which from a food inflation perspective is not wonderful, but certainly better than last year. Food sales from Co-ops across the country have certainly leveled off and we're actually doing much better than many other Co-ops in the country, but so is 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 expenses with benefits and health care comes to 28%. Total cost of goods, 63%. And Patriot Refund is about 1%, depreciation a couple of percent, and our net income that says you are there out of our almost $24 million in sales is about $150,000-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. Employee expense, 28%. Cost of goods, 63%. Depreciation, 2%. Other operating expenses is 6%. Patriot Refund is about 1%. And total income, we're 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 running it as a nonprofit, which is how this organization should be run. Any questions about any of that? Okay. Our Patriot Refund. Our total amount that we were able to declare this year potentially, well, the total refund declared was $134,662. Out of that, we're mandated to give at least 20% 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 back into retained earnings, which we'll be going back into the Co-op either in capital, whether it's buying new freezers or just back into retained earnings. So we decided to give 50% this year. Current ratio, which is a really good model, current assets divided by current liabilities, and we're really doing well because the higher number is the better as we manage our income versus the money that we have on a short-term basis is slowly gone up. So that's a healthy number, and our fine conservative management is showing up and working out quite well. Liability versus equity, the amount of money we owe 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. A very positive number as it's going down. Last year it was obviously just under 1%, 0.9%, little 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 want to thank you. Thank you for being here. I think this is my 14th annual meeting at Hunger Mountain Co-op. And definitely the best turnout. I think that 229 number was low. Some people probably slipped in without registering. So on with the slides, please. I'm going to 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 that's making a difference. We expect that trend 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 car port. Last year we started in March and we generated about 0.7% of our annual usage. So over a 12-month period, we're going to 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. Montpayer, 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 10 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 survey categories received a good or better average score. 90% is good, but it was actually an 8-point decline from the previous year. So this reflects that not everything improves every year. 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 the reason that's important is because it translates into purchasing and to that economic impact. So $8.7 million 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. 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're doing many other things to help the Morrisville co-ops since they opened in September. But investment is a piece of it. And you can see in this slide we've been investing more over time. These are investments. They're not donations. We expect to get this money back. And we get some sort of return on them. But it's a way to use our assets to further cooperative development. 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 in 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-ops. 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 did a series of meetings and interviews and shared background information and then took some initial input into what should be done, if anything. And we took that, I'll say that it was fairly clear, some of the things that we heard in 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. And then 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. You can look on the Cox 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 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 their 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're allocating about a half an hour so we can really have a good discussion and collect some good comments from you in here. I'd like to start this with a comment from Michael Billingsley. So this isn't a plan. It's just something he asked me to do. So we will 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 with critical decision making. 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's suggestion. Another comment over there. And then there'll be one down. I'm going to call on you next, okay? Well, this is a comment in terms of wanting to acknowledge the support of Corry and all of the people here who have 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 I'm a member here for many years. I'm a member here for many years. And I just want to acknowledge that Corry and all the staff were 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 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 WIC and it looks like it was about six weeks ago it said something to the fact of that you're thinking of actually being able to accept WIC at the co-op, which I think would be really great in keeping with our mission statement. 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 it's on the table. Thank you for bringing that up. This has been a tough one for the co-op. About a year and a half ago the WIC program changed. The co-op has always accepted WIC. When it went through the retail format there were certain products that were accepted. I believe it was produce and dairy products that a person with WIC benefits could purchase at a retail setting. A year and a half ago it changed all WIC benefits would be going through retail so it used to be that WIC would be distributed at least in part by a product that was delivered. So it's all going through retail and Vermont was quick to jump on board that trend and a lot of people's opinion is too quick because the technology was not there to support that. The way those WIC benefits are processed are like other like Three Squares Vermont or a debit card or a credit card and we have not had credit card processing technology that can accept WIC benefits and that's what we've been a year and a half now very frustrating without being able to accept WIC benefits. We recently changed 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 anytime now but 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 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 does 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 next year's annual meeting because the horse is out of the barn we can't change it tonight we can't change it for next year. And may I speak to that? The answer is the annual meeting is planned and the council 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 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 know that there is a tricky edge here and that alcohol has a lot of implications so it's a toughie what we're hearing tonight from Michael and from another speaker 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 that was a limitation it was very very conscious because it was intended to be just a gesture as opposed to anything deeper yes a lot of our local community has been having beer as a product and we have a lot of things like that so I see in some ways the one beer person or one drink a person is also including them and all 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 that was Steven Klein Peter Kalman why don't we just take a quick straw vote so you can see not just a few people talking that's a good idea are we ready for that now? I'd like to ask I'm going to 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 I those opposed to offering one drink a person or that would be a nay that's fine 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 the council can consider it next year I have questions about the 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% before the negotiation committee we had to negotiate our new contract I can say that 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 ten 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 healthcare practitioners that I should consider leaving my job due to stress I certainly hope that the members that I speak to 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 that when I moved to Vermont and fulfilled my dream to move to Vermont I wasn't expecting that my medical care doctors were going to 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 comment right over there yeah tell us your name Andrea Stefani can you hear me? yes due to stress not my own which I observed not used to microphones sorry up here I have many times suggested put in a suggestion box my comments and my wish 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 which 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 I visited all over Europe were sitting in cash registers in banks America has somehow this weird attitude that only when people stay they are supposedly feeling to be looking like working that it's not healthy there are women there are many women which get pregnant in their lives there are elderly people which develop all kind of arthritis and so on the option to sit down and to stay should be up to the person who is 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 are often in Europe they all will confirm that nobody seems to have an issue with employees sitting and working so please consider this thank you thank you thank you very much another comment right there a woman in a green sweater and remember to start with your name please my name is Eva 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 Culp 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 I've really been paying attention and I have to tell you that it's not a great situation for the staff here at the Culp 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 the 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 Culp 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 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 so the first one has to do is the discounts I have really mixed feelings about it I'm talking about the discounts where if you buy $30 worth of bulk you get $5 or $7 or whatever I appreciate the idea but I feel that it could be benefiting people who are able to spend more 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 Culp's plans to incent like to initiate all the efforts being done to cultivate the food shed of all the local farms that supply to the Culp I'm curious if there's any effort to also incentivize 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 vulnerable to price fluctuation as well as make us less carbon dependent Thank you, that's really an insightful comment we've been talking about our environmental values we think about environmental, social, financial we've done a lot 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 we've actually been thinking more along the lines of the consumer because actually if you look at the energy profile of food in the country about a third of it comes on the consumer end usually we think of trucking and distribution as being the biggest user running trucks across the country but it's actually only around 10% a third of it is in consumer traveling from home to the store back again preparing 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 our producers are doing to reduce their impact, not just certified organic but 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 a request for a point there is a bylaws change proposed, is there a discussion period after that proposal in front of the members? Yes, indeed 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 Andoje Stefani one more time would it be maybe a good idea to have an independent group from the member member's volunteer group to form a little evaluation committee to evaluate 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 employee kind of situation and that makes it harder to be honest because employment is hanging on the line so that was my suggestion Okay, good idea Alright, other questions or comments down there I think that's Elizabeth mentioned your name Hi, my name is Elizabeth 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 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've worked at the co-op since we've had a union and I know years ago we used to resolve issues used to be the chief steward of the union and 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 20 grievances being filed a year we've had to send things to arbitration which is 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 went into contract negotiations and as most of you know negotiations went on we signed I think four different contract extensions negotiations went on for about five and a half months it was exhausting for everybody involved and we have to battle every single year for healthcare 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 healthcare so that everybody in this room and and that offer was not taken up on so maybe that's something that you all could talk to the council about would be let's work on this together we all need it it needs to change and recently one of the things that people are a little disgruntled about right now is they turned the staff discount off on a new product 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 for listening so thanks thank you we have time for maybe one or two more comments mention your name my name is Armand Altman and when I just heard about the kind of costs that are ensuing 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 can't please 100% 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 going to 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 including myself and so I want to be sure about 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 and I think it has been delegated by the council to the management team Shouldn't that 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 in as much as the co-op has operating profit $150,000 why then take away the discount to make $150,000 and then $350,000 or whatever it is it doesn't make sense I see your point it just has to do with the level of decision making there's yeah right so so the running of a member benefit program is given to the management team to decide what are the co-op links or the member appreciation days all the various components of that are the responsibility of the management team to make decisions 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 like it or not, that's how we structured the decisions about that program alright are these comments about discounts we'll 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 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 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 in suggesting it so I really do think that the members are being heard, those who are actually going through the process and having their voices heard thank you we've got a comment over there we're just going to zigzag a little bit yes my name is Brenda Thao regarding the 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 blackseniors.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 going to stay on discounts for a little bit longer Hi, my name is David Burgumini and I've been several of those focus groups on the senior discount and my experience is just the opposite of the gentleman here whereas most of the white here and the gray here people at these focus groups we're not in favor and also we're really receptive to the idea of opening up the vote on this issue taking it away from management and making it a public 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 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 having been to the focus groups which were guided by Kerry Yu and your management consultants I really think that it needs to be opened up to the membership to vote on I think it's important it's really improved your relationship with the management as a whole Thank you very much We'll do just one more down there Hi, my name is Jane Asguthar and I just like to I'm really quite curious about the statistics that you gave us where seniors are getting discounts 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 penalize us The other thing is and I agree with 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 you can't have an instant answer 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 we attack should be reviewed I don't know but we have heard you we have definitely heard that request so thanks very much I'm going to 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 and the motivation for doing this is that we think that the term owner represents what you're involved 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 we thought the better term was owner and so I'm going to turn this over for discussion on this topic 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 and I don't know if that's possible but what's the definition there is a definition you have to be current that means that if you're paying annually you have to have made that year's payment by the due date of 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 Michael let me introduce you I'm sorry I didn't mean to do this incorrectly I just thought we would have 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 Levine 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 presentations 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 an 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 proposal number two on the ballot which we will talk about in a minute so in each discussion will be followed by a vote so we are going to take up proposal one first then a couple of ground rules logistics and then we will open it up and I do want to note that we are probably running about 20 minutes late on the agenda so about right okay so 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 to be 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 an open mind and be respectful of all opinions and remind that I believe everybody in this room wants 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 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 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 are we okay with that? okay we haven't had the motion yet 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 bylaw change I think somebody else has stated right okay so moved yes your name Randy Koch Koch okay so in a second thank you told you I wasn't a bond reader 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 I'd like to discourage in the co-op and work more toward collaborative actions and to me member 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 of can we get your name sorry I apologize 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 the co-ops have started to use to help recognize the involvement people have but as we're hearing today maybe that type of involvement doesn't feel positive but it isn't a liability issue I 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 the equity and they still own the liability 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 were mismanaged and ran up debts in excess of its assets that couldn't be covered then we as an ownership group would be responsible for that and the change in terminology doesn't change that Dean please Averham path from Worcester I've been involved in many different kinds of co-op basically since I was born I was born in the nation's oldest housing co-operative I've been a manager of a co-op and I've been on boards of co-ops in answer to the question about liability by Vermont statute the co-op statutes the members of a co-operative are not individually liable for the actions of the co-op just as the shareholders of a shareholder own 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 we all lose but no one is individually liable regardless of whether you're called a member but I would like to speak in support of this bylaw 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 co-operative the members own the co-operative it's a consumer co-op like hunger mountain co-op or a farmer co-op or a worker owned co-op 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 is important for members of a co-op to understand it's important for everyone who is not a member 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 and 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 this change it's an important statement to make we have one more comment I was just asked 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 alright 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 of the co-op that say free to members 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 alright I think we've heard pretty clearly on both sides of this it's not a very complex issue so are we ready for a vote thank you Fred Collins from Duxbury 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 alright are there other questions otherwise I feel like 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 the difference between the word member and owner I mean clearly if we're going to 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've 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 and 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 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 alright 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 aye those in favor of not calling the question say nay I think that's pretty clear yeah yes 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 bylaw we could take a vote on member owner that's my question what's the protocol sorry since Robert's rules is being followed and the question has been called and two thirds have agreed to that that ends the debate that's my question if someone wanted to amend that should have been done earlier in the process so we are and I don't disagree with John Braybant I don't disagree with Michael's 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 if you vote it down then there will 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 than mine on Robert's rules alright so we are now going to 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 cards 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 alright let's go to cards because I think that's 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 what is 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 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 a 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 but 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 okay green cards down please in some places they just pull out their cell phone to do this not yet they're still conferring to make sure they have the same number and can you tell us what the numbers were it was 93 against 82 for that fails and parliamentarian so 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 wants to make a motion with regard to question 1 so if anyone wanted to make a motion with regard to question 1 now is the time to do it but once the gather drops then you move to question 2 to make an amendment to question 1 John hot mic wow I'd like to make an amendment or propose a new motion to change the term to member-owner and I'm looking for a second John Brabant dash member-owner Renee Carpenter seconds that John McKeon 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 moved to call the question but this will need to vote by 90% of the people in the room in order to be adopted that's 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 warrant requires a 90% 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 said John do you want to withdraw your suggestion okay thank you alright so we're going to move on from that proposal number one is voted down and we're going to move on to number two and number two okay proposal number two on this sheet which everybody received in the mail with their ballot 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 Klein and a second okay yes so the well there is no motion really right it's a proposal it's a proposal and the explanation of the proposal 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 present 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 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 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 out of 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 four tests I want to tell you what they are the first it just involved council itself discussing this 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 cause the bylaw to be so difficult so oddly structured it fails to have parallel structure that you would anticipate so we studied the origin of the elements in the bylaw and finally 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 so 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 is tough that's all I can tell you 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 concept 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 vote no 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 members 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 context of the existing bylaws was moved over to the table but in fact there are two things that are in the existing bylaw 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 well do you just want to ask say what they are and ask Alex the way I read the existing bylaw and 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 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 at an annual or a special meeting of the members of the cooperative and all of that emotion carries the requirement must be met and the members and good standing must vote in the affirmative as follows and there's A, B okay those were moved to the table D and E 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 voting by mail ballot the second general paragraph concerns what the majorities are to pass emotion now the second paragraph doesn't repeat the identical 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 that one is identical so it is in place it is there 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 I don't think you understood her question 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 debt, it's selling the assets of the co-op but that clause and the clause about an expansion of the co-op those are listed in the current bylaws in two different places one is about a 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 describe what the majorities are necessary to pass is captioned, it's headed by something that says with respect 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 sell and or expand is to be done by mailed ballot that notion is not invalidated by the phrase that begins that section in fact we can say that for two reasons and let me point out what they are the first is that 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 mailed ballot when the bylaws were physically amended there was an error made and the the notion of listing everything but listing all the majorities was left in one place and we lost sight of the fact that this header said with respect to things that are voted at a meeting that phrase does not negate the change to the bylaws that states that voting will be done by mailed 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 refused 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 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 but there's another however there's another one and that Alex said that everything that's in the table excuse me in the pros existing bylaws has been moved to the table the other thing that wasn't moved and 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 the column in your table a voting period under those it says now to be determined by council if it were as I interpreted myself also being a lawyer and also able to read that there was supposed to be a vote at a meeting 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 in fact wasn't moved over 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 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 happen 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 that we might use for feedback council will determine those things in the absence in the bylaws particularly when you read paragraph 1 there is no notice there there's 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 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 1 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 microphone please very dynamic from Washington Alex I wanted 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 have an accomplished your goal of transferring all that material because what appears on the table vertically from 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 I believe Alex tried to explain the council's interpretation of that it's different it's different than what you just said but it was a real mission by accident this is where the interpretation comes in so if I got Alex's response originally to that what she was saying was that because it appears in that narrative paragraph first is a mail ballot and that is some kind of priority over the special meeting portion of it and so that's how they transferred it to the table I believe that that's what she's saying isn't it I have a point of order and she referred to the history of the bylaw 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 Alex spoke about a vote in 2003 and that there was some kind of interpretation about what that vote was and that may I ask what it is that you go back 14 years 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 sounding a little accusatory do you want to give a very brief answer to that because the 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 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 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 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 upfuscation or a 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 on 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 on the back it's electronic ballot and in a sense what it does it gives management if I interpret this 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 meaning 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 changing pledging or mortgaging we don't meet to talk about expanding the combo 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 is done in parliamentarial methods 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 hear it being a motion so I think he's asking how that might happen to vote from the format separately from the content presented well Stephen 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 approve the idea of moving to a grid format and question two is can we vote on the content of the grid format so what would we 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 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 was involved when he 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 unless you have 90% to go forward and divide it being question one A does the co-op members gathered like the paper format and then question one B 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 and our vote I heard a contradiction in the report from the board so I guess my vote and 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 and 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 moderator's handbook that I have Michael is the town moderator at East Montpelier but we're six months off the town meeting cycle so he's not quite up to snuff 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 he's kind of a nice guy we could have a comment while we're researching is there anybody standing on a microphone that has something that they'd like to say 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 bylaw so I'm just going to say one thing Peter Kalman imagine I'm thinking that I'm a Martian and I arrived on earth and I've been listening to what's going on here I think this is the third issue that's 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 figure out a way that we can break through some of these communication difficulties ask ourselves 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 the moderator suggested that we all are for the same thing I'm kind of sort of wondering whether it's true I'm Stephanie Kathleen again and I just wanted to say by way of introducing myself that I've been a member of the scope since 1984 and my number is 46 and if anybody has a lower number I want to see your hand so I was on the council somebody five all these years 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 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 all 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 right there by mail or by electronic voting but then it also says that it's also an annular special meeting so I'm conceding this is confusing it may not be contradictory but it can be confusing to read it and it is difficult it's very dense to read it so I also wanted to point out that I think whatever happened in 2003 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 the same thing it was to get rid of the annual to be able to vote at an annual meeting and that's where the and paper ballot and the members soundly by a big majority voted that down people made it very clear 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 to do was just stick my neck out because you need 90% to approve an amendment. But I wanted to make move for an amendment to the existing motion. And in order to understand the amendment, 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 to 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 all 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 pointed 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, 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 doing the same. That's for both the exchanging, pledging, 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 amend the proposal that's on the floor. Do I have a second? Second Renee Carpenter. I couldn't even hear you, Alex. All right. I'm hearing six different things. If you would like to say something, don't just stand up. You recognize and get a microphone so everybody can hear you. Thank you. I did 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 to 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. I just want to make sure everybody has a chance to speak first before I recognize you. Is there a point of information? Was it possible to call for a table? That was all I asked. That I don't know what the decision was. 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 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 were 12 items you could move to table question 2 to the end of the 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. So 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, 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 don't see how it could be approved tonight with everyone feeling confident that 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 mails ballots. That's why you don't see the word mail 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 eight 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 tabling. 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? 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 floor. Where did you go? Hey, Michael. Michael. Mike. John, believe it. 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. Right. And I believe the question. So the question I was called, the only question that 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 stood up there and 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 going to 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 about it? Stephanie, can you repeat your amendment in front of a microphone? No, no. She's calling the question. I was unaware that I was calling for a vote on the amendment. I mostly just wanted to vote on this bylaw change proposal. You can't vote on the bylaw. I understand that I couldn't have called that at this point. But you can call the amendment which moves us towards voting on the... Which 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 propose 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. 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 or especially called meeting. And this would bring back these two issues to discuss, debate, and vote at a meeting. That's the motion. 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 Thau, being that 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 just how it's stated. 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. The question is not closed. Excuse me, two thirds, not a 90%. If they vote the quorum, they'll vote. If they don't vote the quorum, they'll be discussed. 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 a 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 I or an A. Okay. Wait, wait, whoa! If you are ready to call the question, please say I. And if you are opposed, please say nay. Okay, so the question is called, now we are going to vote on the amendment, and this is going to require a 90% of the room, so we're going to 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 I. 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. Keep them up for another minute so we can get a count. At least it's much easier if you vote it down the row. Yeah. Okay, okay, green cards down, and if you are opposed to the amendment as stated, please raise your orange cards. It was 104 and 42 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 Kari said, 101 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 bylaw 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? 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. There's a major problem, which is not being changed, still references a 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 co-op or expanding the co-op. Maybe it's electronic and 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 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 Farnum. 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 well thought through. I couldn't disagree more. We put a great deal of time into this. The one piece of that that could be true is 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 bylaws 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 equaled this. Now that's okay to disagree with that. But the next problem comes 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? What's up with this bylaw 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. 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'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 other comment. I've heard a lot of different things about this whole process and I'll say that through three years I've had 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 of whether 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's... Alright, 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 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 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 going to 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 worked so hard on and to add to it from the striked-out parts so that we have more methods of communication and not less. 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. I'm sorry, did you tell us your name? Ella Malamud. Thank you. 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 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 of 8,600 members. We have a fire code limit 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 at an annual meeting, then you will vote, then 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. Am I recognized? Yeah, John Stepensky. I would just like to say that I spent the minutes here in the meeting looking through this and mapping the eight 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 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. A very brief comment. I don't think this has been said. In the last two years of discussion, a strong impression that I came away from the meetings was that there was a 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 coherent message that would lead the membership as a whole to vote even if they were not present or either could not or would not be at these meetings. And I'm hearing again in looking at this table 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 questions before our co-op. So my name is Ashley Hill and I'm the vice president of your co-op 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'm truly offended to hear 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 and 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 somewhat offensive 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 I will be brief in the interest of time I'm going to vote no on this motion and primarily because of all the confusion around this and it's there's no fault here it was the best attempt I've known Steve Farnham forever he's an honest straightforward guy I love him but I think there's a lot of confusion unintended what Stephanie Kaplan said is the case and I just like to 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 bylaws are the laws of this co-op these are our statutes folks the rule of statutory construction which I would argue applies 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 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 bylaw that's being proposed to be amended here can be read to cooperate the first half that struck the first paragraph and the second paragraph they can be read to work together and 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 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 an electronic ballot or paper ballot I think I don't know what else it says on there and I will cede the mic to whoever is next but for those who are around for those who are 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 bylaws 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 stopped by the membership going to federal court but they got so far down that track because the membership wasn't queued in to the level that 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 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 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 and I'll leave it at that I ask that you vote no thank you Carl Etniar, 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 on 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 the 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 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 Ellen Knadler, I don't know if it's appropriate or not but I would like to call the question for a vote proposal number two I think that is appropriate to we have a second and even Clyde seconded alright 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 alright so let's do an I and an A voice vote if you're in favor of calling the question please say I I if you are opposed please say nay well there's a 90% alright 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 an A 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 the majority so we have concluded the bylaws section now I do want to remind people of two things first of all I do want to apologize 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 that's called a raffle right so just keep that in mind and thank you all for being here thank you so much Michael I appreciate that we now want to introduce I don't know where I start with this actually we're going to 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 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 one would be great thank you so let's change the subject just for a second and I will be very brief 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 it's become more popular as we focus on the environment and wasting less and our focus 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 and a Subaru wagon and now in our fourth season we now work with over two to three hundred volunteers and provide food to 7000 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 and we've 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 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 New York so that's a pretty big number and we sorry, getting distracted here so 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 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 6 to 7 other organizations around the state which was started by Salvation 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 that don't have enough access to the food that is being sold at the co-op so you might be asking 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 with the 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 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 at 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 in this case I wanted to mention 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 me then because I know you don't want to chat with me tonight but all through October we've been the giving change recipient at the co-op 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 you can become an outreach volunteer and volunteer with our organization on behalf of the co-op and you can get a discount for doing that for one and also other ways you can get involved or encouraging your local farmers to participate with our organization 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 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 going to take any questions but it's 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 and parts of the state so we're looking at a new initiative to help us more funding for I'm the only staff person for the organization so it will be help to have a little bit more funding to make ability to grow and expand thank you you've been very patient I'm just going to 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 Foley for donating the linens the music was provided by Dana Robinson and 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 going to clean up after and then tomorrow we're going to turn the room over and it's going to be the Food and Wellness Fair on Saturday and most importantly I want to thank the Community Relations and Member Services team Crystal Fuller Stephanie Canona and Robin Joy Jess Knapp, Mary Trafton event together thank you to all the organizations and people that donated us for Aaffle 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 the 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 Richardson please Rita served on the council from 2003 to 2006 and then she came back in 2012 she has served on countless committees I don't think we can count that high 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 bringing us together when there appeared to be differences so we're really going to miss Rita and we thank you very much the certificate for you and on the back is a gift card to Bear Pond Books our second outgoing council member is Marcy Young Marcy can't be here tonight she has moved to Montana for 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 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 been very responsive whenever I need anything and she's bringing good ideas and good insight 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 and there's a gift card on the back 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 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 I 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 going to do it I'm going to be really quick I'm not going to be funny we're just going to do this we can all go home right so the first one has a 45 minute energy genus session with a community link partner of ours Lucid Path Wellness and the winner was Mary Lee Wilsnick are you still here you win it's yours and we were like yeah did you win no I'm glad you stayed goodies from Vermont 99 Meats 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 Kidd are you still here alright it's you come to the co-op find me next is one hour self-care assessment with a co-op link with Mary Reiner 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 going once going twice Dan Jones going once C Simpson number number 1064 are you here going once going twice pick a new one Georgina Haas yay I knew she was here alright this is for the landscape design consultation with a co-op community link Amy I can't read your last name so I'm going to read your member number one two two, sorry two two six six seven you're a newer member Amy Elmlich 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 fair trade basket with $50 from the co-op for produce you get to come to produce and pick out $50 $50 worth of stuff Eli Frank going once going twice this is just the last name Mclin, 17060 no, not here pick again George Longnecker are you here? alright, is he here? ok, moving on citizen cider, you get a gift card a tour, some goodies Kevin Stevens are you here? alright, winner ok, Nordic Naturals gift basket Erin 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'll have to tell him that Faiza yes here we go she had to go yeah this one is a 1.5 1.5 hour private session with empowered birth preparation for mom and birth partner with our community links partner Amy LaPage and Sally Lehi it's not me Sally Lehi no, you don't want it Olivia Dunton are you still here? she's here? yay, she wins ok, we've got Joe's Kitchen Screamin' Ridge Farm soups, they're in the fridge in the back so if you win, go to the back and we'll have Robin back there to help you get that stuff Michael Sherman are you here? alright, you win, you can go back to the fridge Robin will help you out another co-op community link partner 1.5 hour hypnosis session sounds fun Avram Pat, are you still here? going once, going twice Angie Buckley think I saw her leave Rob Kidd, are you still here? or did you leave? you are also cleaning us ok, we're almost done Massage Vermont donated a 1 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 pickin' again Stephanie Boucher are you here? ok, you win hear your name, yell really loud $100 gift card to the co-op Andrew Starzik, are you still here? alright, David Abbott pick a new one please don't break down the chairs thank you for helping, but we're going to use them tomorrow so you can leave them right where they are David, you win you're here before we pulled that next one alright, 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 going to move for you I have to get someone else ok, 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 Ressler 398 yay we have one more piece of business I need a motion to adjourn the meeting Mark Simikowski, seconded by Ashley all in favor of adjournment say aye, thank you again