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Voices / Letters from readers

Significant misunderstandings about co-op structure, consultants

RE: “Losing our principles” [Viewpoint, Jan. 14]:

I have no dog in this fight — I don’t belong to the Putney Food Co-op and I live almost an hour away, so I seldom shop there. But as a lawyer who specializes in helping co-ops, I have to say that this commentary reflects some significant misunderstandings.

The Putney Co-op is incorporated under Vermont’s cooperative statute and, therefore, regardless of what’s in the bylaws, the organization cannot be changed to a conventional business corporation. It is legally a cooperative and must operate on that basis.

Moreover, in my respectful opinion, the allegedly “generic” bylaws that are before the membership actually provide for more flexibility (read: more customs and practices that reflect the Putney Co-op’s distinct characteristics as they evolve over time) than the current and much-more-specific bylaws do. That’s because almost all of what truly makes a co-op a co-op in the values sense turns on the day-to-day activities of the organization rather than stuff like how many committees the board is or isn’t required to have.

Moreover, the comments about the CDS Consulting Co-op (CDSCC) are incorrect to the point of profound unfairness.

The CDSCC is what its name says it is: a cooperative, run pursuant to cooperative principles, in this case consisting of around 25 independent consultants from all over the U.S. (one of them based in Putney, by the way) who provide help to co-ops, their management, and their boards. Some know governance; others, store design; and still others are experts on various aspects of store operations.

They are good people — I know most of them personally — and I can confidently report that the CDSCC is not some big national consulting firm that is conspiring with big investor-owned companies to turn co-ops into something they aren’t.

“Corporation” seems to be an epithet in lots of places these days, but in reality the word simply connotes a business entity whose owners are insulated from personal liability for the activities of the organization.

Yes, that’s true of the shareholders of Whole Foods or Exxon Mobil, but it’s also true of the member-owners at the Putney Food Co-op and, in that sense, being a corporation is a very good thing for the Putney Food Co-op and the people of the Putney area who own it.

I predict that the Putney Co-op will thrive regardless of what the members decide about the bylaws revision. That’s because bylaws are a bit like the U.S. Constitution — their effect and how well they work are largely functions of the goodwill and insight of the people who apply and interpret them.

Still, I hope the vote does not turn on profound misunderstandings of what either version of the bylaws truly means.

Donald M. Kreis
Hartland

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Originally published in The Commons issue #289 (Wednesday, January 21, 2015). This story appeared on page D2.

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