Category A: ENDS
Category B: EXECUTIVE LIMITATIONS
Global
Executive Limitation Policy
1. Staff Relations
2. Compensation and Benefits
3. Financial and Business Planning
4. Financial Condition
5. Asset Protection
6. Communication to and Support for the
Board
7. Management Continuity
8. Customer Service and Value
9. Membership
10. Environment
Category C: BOARD-GENERAL MANAGER RELATIONSHIP
Global
Board-General Manager Relationship Policy
1. Unity of Control
2. Delegation to General Manager
3. Accountability of the General Manager
4. Monitoring General Manager Performance
5. Evaluation of General Manager
Category D: BOARD PROCESS
Global
Board Process Policy
1. Governing Style
2. Board Job Description
3. Board Agenda Planning
4. President's Role
5. Code of Conduct
6. Committee Principles
7. Relationship to Members
8. Cost of Governance
A. Ends
The co-op’s purpose and
priorities will remain as previously stated explicitly by the Board or as found
implicitly in previously adopted Board documents.
GLOBAL EXECUTIVE
LIMITATIONS
East End Food Co-op, a
member-owned business, exists to create, promote and sustain a healthy, strong
and vibrant local community that serves the need for physical well-being,
mutual respect, social connectedness and economic vitality while ensuring
sustainability in the use of all resources toward these ends.
Adopted
Amended
This policy will be monitored according to the monitoring
schedule in C4.4.
POLICY B: EXECUTIVE LIMITATIONS
GLOBAL
EXECUTIVE LIMITATIONS
The General Manager shall not cause or
allow any practice, activity, decision, or organizational circumstance that is
illegal, imprudent, in violation of commonly accepted business and professional
ethics, the EEFC’s mission and values as defined in Board policies, or in
violation of the Cooperative Principles.
This policy will be monitored according
to the monitoring schedule in C4.
Adopted
B1. Staff
Relations - With respect to relations with paid and volunteer staff, the
General Manager may not cause or allow conditions which are unsafe, illegal,
unfair, or unsustainable.
B1.1 The General Manager may not cause nor allow discrimination or harassment among employees and potential employees based on other than business related criteria, individual performance, and qualifications. Specifically the General Manager shall not:
B1.1.1 Cause nor allow discrimination or harassment
based upon sex, race, age, physical or mental disability, sexual orientation,
national origin, marital/parental status, politics or religion.
B1.1.2 Fail to take reasonable steps to prevent
discrimination or harassment.
B1.1.3 Fail to ensure that channels are established
and known to staff, to bring claims of harassment or discrimination without
fear of retaliation.
B1.2 The General Manager may not allow a workplace environment in which staff are untrained, unprepared, unmotivated, unrecognized, or uninvolved.
B1.3 The General Manager may not operate nor allow the co-op to operate without written personnel policies which:
B1.3.1 Protect against wrongful conditions;
B1.3.2 Clarify rules for staff;
B1.3.3 Inform staff that employment is neither permanent nor guaranteed;
B1.3.4 Are regularly reviewed and updated to ensure current legal
compliance;
B1.3.5 Provide for an effective and fair handling of grievances by means
of a known procedure which can be used without bias.
B1.3.6 Are adhered to and
consistently applied to all employees;
B1.4 The General Manager may not fail to provide
for professional, fair and sustainable relations with staff.
B1.4.1 The GM shall not fail to ensure that employees understand and have
written documentation of the responsibilities of their job and the criteria
that will be used to evaluate their performance.
B1.5 The General Manager may not fail to take
disciplinary action as needed following established policies.
B1.6 The General Manager may not fail to provide
for appropriate documentation, security and retention of personnel records and
all personnel related decisions.
B1.7 The General Manager may not fail to provide opportunities for staff to develop skills and knowledge or to have equal access to available positions.
This policy will be monitored according
to the monitoring schedule in C4.
Adopted
B.
Executive Limitations
B2. Compensation and Benefits With respect to employment,
compensation, and benefits to employees, consultants, contract workers, and
volunteers, the General Manager may not cause or allow conditions that are illegal,
unfair, or that jeopardize the co-op’s fiscal integrity or public image.
B2.1 The
General Manager may not fail to establish current compensation and benefits
that:
B2.1.1 Represent
the geographic or professional market for the skills employed;
B2.1.2 Are
based on revenues that can be safely projected;
B2.1.3 Represent
internal equity;
B2.1.4 Base
pay increases upon evaluation of performance;
B2.1.5 Are consistently applied to all
people and positions.
B2.1.6 Strives to achieve and maintain a
livable wage for all employees
B2.1.6.1Define
a livable wage and develop a plan to achieve a livable wage for all employees.
B2.2 The General Manager may not change his or
her own compensation, and may change his or her benefits only as they
are consistent with a package for all other employees.
B2.3 The General Manager may not fail to provide some portion of staff compensation contingent upon the financial performance of the co-op.
This policy will be monitored according
to the monitoring schedule in C4.
Adopted
Amended
Amended
B.
Executive Limitations
B3. Financial and Business Planning - With respect to planning the operational
and fiscal events (business planning and budgeting), the General Manager may
not fail to develop a long-term strategy, to derive annual plans from a
long-term strategy, nor may he or she jeopardize either the operations or the
fiscal integrity of the Cooperative.
B3.1 The General Manager may not cause nor allow
planning or budgeting that contains too little detail to enable reasonably
accurate projection of revenues and expenses, separation of capital and
operational items, cash flow, subsequent audit trails, and disclosure of
planning assumptions.
B3.2 The General Manager may not cause nor allow
planning or budgeting that does not project income conservatively and does not
constrain budgeted expenses within projected income levels.
B3.3 The General Manager may not cause nor allow
planning or budgeting that is inconsistent with Board Policies when making
allocations among competing budgetary needs.
B3.4 The General Manager may not cause nor allow
planning or budgeting that does not assess and respond strategically to the
competitive situation and market position of the cooperative.
B3.5 The General Manager may not cause nor allow
budgeting that provides less for Board prerogatives than is set forth in the
Cost of Governance policy.
B3.6 The
General Manager may not fail to present a capital budget for board approval.
This policy will be monitored according
to the monitoring schedule in C4.
Adopted
Revised
B.
Executive Limitations
B4.
Financial Condition With respect to operating the
cooperative in a sound and prudent manner, the General Manager may not
jeopardize the long-term financial health of the cooperative. The General Manager shall not fail to monitor
and enhance the financial health and working capital of the cooperative.
B4.1. The General Manager may not cause the
cooperative to incur indebtedness other than trade payables incurred in the
ordinary course of doing business.
B4.2. The General Manager may not use restricted
funds for any purpose other than that required by the restriction.
B4.3. The General Manager may not fail to meet all
requirements of contracts, loans or other obligations.
B4.3.1 The General Manager may not settle
payroll, taxes and other debts in other than a timely manner.
B4.3.2 The General Manager may not allow
tax payments or other government ordered payments or filings to be overdue or inaccurately
filed.
B4.4. The General Manager may not allow
expenditures to deviate materially from Board-mandated priorities.
B4.4.1 The
General Manager may not fail to disclose significant unbudgeted and/or out-of-
the-ordinary fiscal activity, including the use of Co-op time and resources, to
the Board in a timely manner.
B4.5. The General Manager will not fail to
generate adequate net income as defined in the annual budget.
B4.5.1 The
General Manager may not fail to operate without meeting or exceeding efficiency
standards attained by similar businesses.
B4.5.2 The
General Manager may not fail to set department standards and measure department
performance for appropriate contribution to store performance.
B4.5.3 The
General Manager may not operate without written pricing policies and expense
controls.
B4.6 The General Manager may not fail to maintain sufficient cash to meet financial obligations on time.
B4.6.1
The General Manager may not fail to
maintain current assets at least 50% greater than current liabilities.
B4.6.2 The General Manager may not fail to enhance
the cooperative’s purchasing power.
B4.7 The General Manager may not cause or allow
debt to exceed equity times 2.
B4.8 The General Manager may not fail to
generate growth in sales and member equity.
B4.9 The General Manager may not fail to
maintain adequate financial record keeping systems.
B4.9.1
The General Manager may not fail to disclose to the Board and auditor current
and material changes in accounting systems or methods.
B4.10. The General Manager may not make capital
expenditures, sell capital assets or enter in to leases exceeding $10,000 in
value without Board approval. If an
emergency situation requires an unplanned purchase of assets above said amount,
the GM will notify the board president and report it at the next regularly
scheduled Board meeting.
This policy will be monitored according
to the monitoring schedule in C4.
Adopted
Revised
Revised
Revised
Amended
Amended
B.
Executive Limitations
B5. Asset Protection – The General Manager will not fail to
adequately protect the cooperative’s assets nor allow disrepair, excessive
risk, untraceable transactions or conflict of interest to occur in the
management of the cooperative's resources.
B5.1 The General Manager may not allow insurance coverage of assets including inventory, building, furniture and equipment to fall below 90% of the replacement value.
B5.2 The General Manager may not fail to provide
for adequate facilities and equipment and to properly maintain building and
equipment including but not limited to negotiating with the landlord for leases
and repairs.
B5.3 The General
Manager may not fail to receive, process, or disburse funds under controls
sufficient to meet the Board appointed auditor's standards.
B5.4 The General Manager may not cause nor allow
abuse or misuse of the cooperative’s assets.
B5.4.1 The General Manager may not fail to ensure
that cooperative property is inventoried according to a set procedure and time
line.
B5.4.2 The General Manager may not fail to safeguard
against theft, loss, or damage to property.
B5.4.3
The General Manager may not fail to establish and monitor a code of ethics for
financial officers, buyers and others as deemed appropriate.
B5.4.3.1 The General Manager may not
fail to prudently protect against conflict of interest in purchasing.
B5.4.4 The General Manager may not fail to establish
a procedure for staff concerns regarding financial affairs of the co-op to be
reported and that such procedures maintain the confidentiality of employees
registering concerns.
B5.5 The General Manager may not deposit the
cooperative's funds in financial institutions where they are not fully
protected.
B5.5.1 The General Manager may not fail to ensure
that the co-op receives competitive terms from institutions including an
appropriate balance of returns and costs.
B5.6 The General Manager may not allow
unreasonable exposure of the cooperative, the staff, or the directors to claims
of liability.
B5.6.1 The General Manager may not
allow the co-op to be without Directors and Officers insurance.
B5.7 The General Manager may not fail to be
prepared to respond to disasters.
B5.8 The
General Manager may not endanger the cooperative’s public image or credibility.
B5.9 The General Manager may not change the
cooperative’s name or significantly alter its identity in the community.
This policy will be monitored according
to the monitoring schedule in C4.
Adopted
Revised
Amended
B6. Communication to and Support for the Board - The General Manager may not cause or
allow the Board to be uninformed or unsupported in its work.
B6.1 The General Manager shall not let the Board
be unaware of relevant trends, public events of the Cooperative, or internal
and external changes which are likely to affect the assumptions upon which
Board policy has been developed.
B6.2 The General Manager shall not fail to
submit timely, concise, accurate, and understandable monitoring data as
required by Board Policy C4.
B6.3 The General Manager shall not fail to inform
the Board, in a timely manner of actual or anticipated non-compliance with Ends
or Executive Limitations polices even if the policy is not scheduled for
monitoring at the present time.
B6.4 The General Manager shall not fail to
advise the Board, if in the General Manager’s opinion, the Board or one of its
members is not in compliance with the Board’s policies on Board Process or
Board/General Manager Relationship, particularly if the case is detrimental to
the work of the General Manager or the relationship between the General Manager
and the Board.
B6.5 The General Manager shall not fail to
provide the Board with sufficient administrative support.
B6.6 The General Manager shall not fail to deal
with the Board as a whole except as appropriate through the board president.
B6.7 The General Manager shall not fail to
gather and provide information to the Board as needed and as requested for
fully informed Board decisions.
B6.7.1 The General Manager shall not fail
to inform the Board if, in the General Manager’s opinion, any of the Board’s
policies should be clarified, amended, deleted or made more specific.
B6.7.2 The
General Manager shall not fail to provide for the board as many diverse
viewpoints as appropriate for fully informed board decisions, including staff
and external points of view, issues and options.
This policy will be monitored according
to the monitoring schedule in C4.
Adopted
Amended
B.
Executive Limitations
B7. Management
Continuity - The General
Manager shall not fail to ensure management continuity in planned and unplanned
conditions.
B.7.1 The
General Manager shall not fail to establish a “chain of accountability” of co-op managers who are familiar with
GM and Board processes to be used at any time the General Manager is unable to
serve due to planned or emergency absence.
B.7.1.1 The
General Manager shall not fail to identify said persons to the Board and staff
and require the next-in-charge to attend at least one Board meeting per year.
B.7.2 The
General Manager shall not fail to document systems and procedures and ensure that
the next in charge has access to information needed to meet the co-op’s
obligations in a planned or emergency GM absence.
B7.3 The
General Manager shall not fail to develop an ongoing operational management
support system.
B.7.4 The
General Manager shall not fail to ensure that at least one staff member is adequately
prepared to be a candidate for General Manager if needed.
This policy will be monitored according to the monitoring
schedule in C4.
Adopted
Addition
Amended
Amended
B.
Executive Limitations
B8.
Customer Service and Value - The General Manager may not fail to
ensure that our customers including our members receive high value in our
products and services.
B8.1 The General Manager shall not fail to offer a range of products and services that meet our customers’ needs.
B8.2 The General Manager shall not fail to use customer demand and
market trends as the primary criteria for establishing for product selection
guidelines.
B8.3 The General Manager shall not fail to offer a wide variety of
choices and information to our customers.
If any products we carry are subject to consumer boycotts, the General
Manager shall not fail to ensure that balanced information is available for
informed consumer choice.
B8.4 The General Manager shall not fail to establish purchasing and
operating policies and procedures that bring the best price value for our
customers while maintaining high standards for quality and freshness and fiscal
responsibility.
B8.5 The General Manager shall not fail to ensure that all merchandising
and marketing practices are honest and accurate.
B8.6 The General Manager shall not fail to establish programs and
materials which educate consumers about health, cooking, environmental
sustainability and cooperative businesses.
B8.7 The General Manager shall not fail to provide for a safe and
pleasant shopping experience for our customers.
B8.8.1 The GM shall not fail to ensure that the store has
a clean and pleasant environment.
B8.8 The GM shall not fail to
ensure that member and customer satisfaction is monitored on a regular basis.
B8.9.1 The
General Manager shall not fail to develop and use a system for soliciting and
considering customer opinion regarding preferences, product requests,
complaints and suggestions.
This policy will
be monitored according to the monitoring schedule in C4.
Adopted
Amended
Amended
Amended
B9. Membership
- The General Manager
shall not fail to establish, maintain, and promote a vital membership program
that builds a sense of ownership among members and grows membership.
B.9.1. The
General Manager shall not fail to ensure the keeping of accurate and current
member records including name, address, equity payments and eligibility for
benefits and voting.
B.
9.1.1 The General Manager shall not
allow unauthorized use of the membership information.
B.9.1.2 The General Manager may not change the
membership equity requirement or significantly change the membership benefits.
B. 9.2 The
General Manager shall not fail to
provide opportunities for members to participate in the cooperative.
B. 9.3 The General Manager shall not
fail to make readily available to members information on cooperatives and
timely information relating to cooperative policy formulation and
decision-making.
B 9.4 The General Manager shall not fail to make
information on cooperatives available within the community
B9.5 The
General Manager shall not fail to regularly assess member satisfaction with the
co-op and to ensure that the co-op is responsive to members’ needs and desires.
Adopted
This policy will be monitored according
to the monitoring schedule in C4.
B. Executive Limitations
B10.
Environment - The
General Manager shall not fail to take reasonable measures to ensure that the
co-op activities and practices minimize the co-op’s negative impact, and
maximize the co-op’s positive impact, on the environment.
B10.1
The General Manager shall
not fail to minimize or eliminate any release of pollutants.
B10.2 The General Manager shall not
fail to reasonably minimize the creation of waste through reduction, reuse and
recycling.
B10.3 The
General Manager shall not fail to ensure that all waste is disposed of through safe,
responsible and environmentally friendly efforts per Co-op industry standards.
B10.4 The
General Manager shall not fail to reasonably minimize the use of non –renewable
energy through improved efficiency and conservation.
This policy will
be monitored according to the monitoring schedule in C4.
Adopted
Amended
C. Board-General
Manager Relationship
Global Policy
The Board’s only
official connection to the operational aspects of the cooperative, its
achievements, and conduct will be through the General Manager.
All
Board-General Manager Relationship Polices will be evaluated according to the
Board’s self-assessment process. Thus we don’t further stipulate monitoring for
Section C policies.
C. Board-General
Manager Relationship
C1.
Unity of Control - Only decisions of the Board acting as
a body are binding on the General Manager.
C1.1 Decisions or instructions of individual Board members, officers, or committees are not binding on the General Manager except in rare instances when the Board has specifically authorized such exercise of authority.
C1.2 In the case of Board members or committees requesting information or assistance without Board authorization, the General Manager can refuse such requests that in the General Manager’s opinion require a material amount of staff time, funds or are disruptive.
C. Board-General
Manager Relationship
C2.
Accountability of the Manager - The Board holds the General Manager
accountable for the operation and management of the Co-op in accordance with
the Board’s policies. All authority and
accountability of staff as far as the Board is concerned is considered the
authority and accountability of the General Manager.
C2.1. The Board will never give direction to persons who report directly or indirectly to the General Manager.
C2.2. The Board will refrain from evaluating either formally or informally, any staff other than the General Manager.
C2.3. The Board will view General Manager performance as identical to organizational performance, so that organizational accomplishment of Board stated Ends Policies and compliance with Board stated Executive Limitations policies will be viewed as successful General Manager performance.