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Voices / Letters from readers

Still searching for democracy at Putney Food Co-op

The Putney Co-op Board of Directors will hold its second public meeting for members and others to discuss proposed bylaws on Thursday, Feb. 12, at 7 p.m., at the Putney Public Library, 55 Main St. For copies of the current bylaws and the author’s analysis, visit

As a writer, social-justice activist, and outspoken critical thinker, I’m no stranger to controversy, but the controversy generated over the shift in governance at the Putney Food Co-op has been a little stranger than most.

On the one side fly accusations of being “misinformed” and “alarmist”; on the other, wry comments about “drinking the Kool-Aid” and the “Whole-Food-ization” of co-ops hint at “Stepfordized” paradigms co-opting progressive ideals.

All this over a food co-operative!?

But the more I investigate, the more I understand how core these issues are to people’s beliefs, socioeconomic perspectives, perceived investments of time and work, and above all, profits. The Jan. 15 meeting to discuss our board’s proposed new bylaws was equally eye-opening.

While we were able to get through several items, there are dozens more to deal with — all of them the result of the board’s determination to replace the current bylaws with a “streamlined” template model provided to them by CDS Consulting, the consulting firm that has been a driving force behind the wave of expansions, new building projects, governance restructuring, and gentrification of food co-ops across the nation.

The question put to them repeatedly — Why do the current bylaws need to be replaced? — has yet to be addressed, and when several members proposed that we work with the current bylaws so the board can explain what, if anything, needs to be changed, the board members insisted on the far-more-time-consuming-and-tedious process of addressing only their proposed version.

Of course, doing so makes it far more difficult for members to address key changes we want to make to the current bylaws, particularly term limits and staff representation on the board.

But what was most interesting was that the board never even considered putting the matter to a vote by those present, nor did any of the member-owners request that.

Among other highlights was the board’s insistence that member-owners have no right to financial data beyond a bare-bones balance sheet that will someday be posted to the web.

As the board spokesperson addressed the multitude of questions and concerns, he repeatedly referred to his CBILD instruction sheet, the standardized guidelines provided by CDS to ensure that all boards behave uniformly.

Cooperative Board 101 Leadership Development is just one of a staggering array of protocols, trainings, services, templates, and policies our co-op has been instructed to utilize, which begs the question: Does the board’s allegiance lie with the member owners or with a paid consultant?

Even worse, perhaps, is a look at the myriad of services CDS provides (and for which we pay): inventory analysis; bookkeeping and recordkeeping; how to hire management; how to sell produce; how to “manage” labor and labor costs; how to design a new, expanded store; how to finance the building project; how to “tell stories” about the co-op to generate member excitement; how to figure out sales margins; how to implement board compensation; how to conduct annual meetings and retreats; how to replace the current bylaws with the CDI template; and on and on and on.

Many of these services involve extensive time and training on the part of the board in order to comply with the CDS policies, and the range is so comprehensive that there’s very little else for the board to do beyond following the guidelines given to them by CDS.

So is our board merely a ceremonial body rubber-stamping the CBILD way?

One of the most crucial issues in all this is a methodology developed by clinical psychologist Dr. John Carver called policy governance. Its supporters promote it with a fervor bordering on religious; say anything less than glowing about it, and that fervor turns to defensive attack.

There seem to be very few willing to critically examine —much less question — its tenets and paradigm.

One of the “essential elements” of policy governence is that boards only address “ends” — that is, matters of organizational purpose — and steer clear of any involvement in “means” — all other matters (e.g., day-to-day operations, dealing with any staff beyond the CEO or general manager, etc.).

However, one of the most disturbing “essential elements” is the ironclad tenet that the board “speak with one voice.” Dissent is allowed only as part of the discussion leading up to any decision; once a decision is made by the board, all members must support the decision no matter what.

To ensure absolute loyalty, board members are required to sign a code-of-conduct agreement (template provided by CDS); violating the code by speaking out against a board decision, for example, is forbidden: the board member must resign.

Policy governance is, like so many other “groundbreaking” solutions to perceived problems, a one-size-fits-all model, and therein lies not only the seed for the next hot trend in solving the problems created by the previous system. Therein lies the rub that is wearing the very fabric of cooperative structures to a threadbare rag.

It is also an approach developed by one man, based on his experiences on a hierarchical, corporate-model board. It’s merely his perspective and his worldview, which rejects divergence or the need to adapt to individual realities. Yet, it’s been taken to be a dogma that is infallible and applicable to all governing bodies.

In reality, policy governance works well in hierarchical structures; however, it undermines the fundamental philosophy of the cooperative paradigm. Cooperatives can only exist — and thrive — through participatory democracy, diversity of thought, member engagement and, above all, the ability to value and encourage dissent as a normal and even necessary part of healthy governance practice.

True democracy demands that we value and strengthen community by being questioning individuals who speak up. Our society, however, has taught us to conform to the group even while placing excess value on individualism, especially the individual we must follow.

No wonder, then, that when the policy governance model states unequivocally that the policies made by the board must “establish control over the entire organization,” co-op boards across the country adopt this mandate unquestioningly. And when members protest, we are branded and dismissed as “alarmist,” “uninformed,” “micro-managers,” and worse.

The model also mandates that these new policies must replace “more traditional documents such as mission statements, strategic plans, and budgets” and a crucial part of this governance shift is rewriting the bylaws.

That’s where the bylaws template provided by CDS to the Putney Food Co-op board comes in.

And so this begs the most important question of all: Do the member owners have any voice left, or is CDS dictating the means, the ends, and all the policies, procedures, and bylaws in between that govern the Putney Food Co-op?

Mimi Yahn

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Originally published in The Commons issue #292 (Wednesday, February 11, 2015). This story appeared on page B5.

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Editor’s note: A number of pieces have appeared about this issue, including discussion from:

Daniel Hoviss

David Woo

Michael Wells

Louise Garfield

Donald Kreis

Marilyn Scholl

K.J. Jacobson

Mimi Yahn’s original Viewpoint

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