Exploring our co-op’s transparency: round 2

What should transparency mean at River Valley Co-op? And how is it practiced by the current management and board of directors?

We posed the question in a July post after several owner-members made a request to the board of directors in writing, per co-op bylaws, for figures on managers’ salaries. That request was denied. The bylaws are very generous with regards to sharing information with owners: “Upon written request member-owners shall be provided access to the specified books and records of the Co-op within two weeks.” No qualifiers. So we made a follow-up request for an explanation of the denial. When the board finally responded (after a reminder), they didn’t actually answer all of our questions. Read the original request and the board response here.

Below is a follow-up to the follow-up, submitted in writing by nine owners, that reiterates several questions and makes some new requests for information. Highlights:

• We’re asking, again, for the specific state law alluded to as a rationale for the denial.
• Because it seems to be implied, we’re asking whether the board is maintaining that the co-op needs to be only as transparent as required by Massachusetts corporate laws.
• We’re asking for three years of meeting minutes to see how long specific reports from the general manger to the board, such as “Employee Satisfaction and Compensation,” may have been recognized by the board as out of compliance.

We’ll add the board’s response to this page when we have it.

 

August 29th, 2017

Dear River Valley Co-op Board of Directors,

We would like to reiterate and submit in writing several of the questions that were posed to the Board at the August 9th, 2017, Board Meeting, as well as officially submit several new requests for information.

• We request that the 5-minute period reserved for member-owner comments be permanently expanded to reflect — and encourage — increased member-owner participation.
• This question, submitted by Laura MacKay (owner #992) in June of 2017, has still not been answered:

“The 2010 policy manual, which can be found in the employee break room, does in fact cite the general manager’s salary, presumably in keeping with the ‘open book management’ adopted by the co-op. Why has the practice since changed?”

The Board has repeatedly stated that management salaries are private information that they do not intend to release to member-owners or employees. If this policy has changed, we would additionally like to know the date that this policy change went into effect.

• In reference to the Board’s assertion that a literal interpretation of Co-op Bylaw Article 2, § 2.5, is incorrect and that “Section 2.5 must be interpreted in the context of Massachusetts laws relative to corporate records” (email response from Dorian — August 5, 2017, at 3:18:54 PM EDT).
• As has been repeatedly requested, please state which specific Massachusetts laws relative to corporate records you reference in relation to Section 2.5.
• Is it the Board’s position that the Co-op is only as transparent as required by Massachusetts corporate law?
• Section 2.5 states that “upon written request member-owners shall be provided access to the specified books and records of the Co-op within two weeks” with no qualifiers. Massachusetts law relative to shareholder access to information is much more narrow. If the Board’s position is that member-owners are only entitled information the Co-op is legally required to provide, what is the intent and purpose of the broader language regarding access to information in the Co-op bylaw Section 2.5?
• Shareholder access to information is covered by MGL Chapter 155 § 22 and MGL Chapter 156 § 16.02. If the Board’s interpretation of Section 2.5 is consistent with Massachusetts law relative to corporate records, shareholders have a statutory right to obtain the most recent annual report submitted to the State. Shareholders are also entitled to inspect a range of other documents including board minutes and financial reports, given the demand is made in good faith and for a proper purpose, that purpose is reasonably described, and the records are relevant to that purpose. In accordance with MGL Chapter 155 § 22 and MGL Chapter 156 § 16.02;
• We officially request the most recent annual report submitted to the State.
• We officially request all board meeting minutes covering a three-year period. We are requesting these documents for the purposes of documenting for how long specific reports to the board such as “Employee Satisfaction and Compensation” have been recognized by the board as out of compliance.
• We officially request financial reports covering a three-year period. We are requesting these documents in order to gain a more comprehensive understanding of the Co-op’s financial position as it endeavors to expand by opening a second store.

Thank you,

Tyler Rocco, #8462
Laura MacKay, #992
Henry Geddes #5181
Johanna Halbeisen #127
Tim McNerney #21
Annie Sollinger #7208
Connor Grogan, #7783
Noah Spady, #8591
Timothy Hanrahan #6438