January 5, 2005, Shareholder Relations Comm Minutes

SRC Meeting Minutes   1/05/05

Present were: Chair, Rick Moulton, Rocky Bleier, Lu Putnam, Irma Heeter,Wendy Bridgewater,  Bill Heinzerling, and guest shareholder Fran Crs and her husband Bruce.

Meeting convened at 5:15 pm

The issue was discussed of what problems surround being a shareholder/employee, and if the shareholder/employee (quasi/employee) is exempt from management review for speaking frankly about coop issues in a coop town meeting. The guests shared their views as a shareholder within the Co-Op and asked what if a shareholder/employee was not commenting at an Open Board Town meeting, but rather on the two-way list serve? Must an outspoken shareholder/employee choose between their job and being an active, interested, outspoken shareholder? It was noted that some shareholders are labeled as undesirable for expressing their opinions and bringing up controversial subjects. The example cited was the issue of this year’s pricing policy that was brought up a few weeks ago on the list serv.

It was stated that the question of finding where discount tickets could be purchased on the MRG web site was brought up at the 12/26 Town Meeting by a S.H/.employee. This shareholder and another shareholder/employee were reprimanded by their supervisors for expressing their opinions and questions as employees.

A heated discussion followed, as most of the committee considers this to be a Board/S.H. policy issue and not a management issue. Chair Moulton pointed out that as a coop member one is free to express opinions at a town meeting or on the list serve but that being a Coop shareholder does not place one as being above behavior expected of an employee. Moulton expressed the board opinion that a Shareholder/employee had to personally assess the mutually exclusive responsibilities of each position.

Our guests observed that shareholder/employees are in a pickle with our unique two sided shareholder/employee rights vs. responsibilities. There was some discussion from the committee as to how we can as shareholders, express ourselves, wear both hats, and participate in both venues without stepping on each other toes.?

We do have the dual structure of paid people operating the mountain (staff) on one hand and the All volunteer shareholders/members group headed by a Board on the other side. As in any other corporate business the owners/Board supervise the management CEO and he/she manages the staff.  Input, controversial or not, from employees/shareholders can be insightful for the board and we should be careful not to punish whistle blowers, but an employee must follow the management’s work policies or face the consequences.

We believe SRC continues to offer a conduit (tasked by the Board) to get the consensus of shareholders through mini survey questions, which could help the Board continue refine the visions and values statement.

As it stands now, many shareholders including our committee, cannot be as pro-active as they would like. It was noted that a good example of a very positive proactive discussion was what was stimulated by the single chair update provided by the board on list serve. Most often input from Shareholders is more re-active than pro-active.  The committee suggests that if shareholders could learn two weeks ahead of time what the coming Coop Board’s agenda was going to be, then issues coming before the Board, could be publicly debated by shareholders on the list serve prior to the issue being voted on by the board. This way the board would know much more about the opinions of the shareholders.

Additionally the Committee thought that a link to the SRC web-page (committee site) via the list-serv would allow easy access so posted committee minutes could be read. Such a link could appear with the notice of our upcoming meeting, date, time, place, agenda items are being discussed goes out.

The more informed shareholders can get, the less surprise and discontent there will be. (like the feelings expressed over the new pricing policy). Again the single chair planning was cited as the model, which informed the shareholders, offering them all the information available to the Board. Moulton express the reality that often there is not that luxury of time… for example budgeting for the new season cannot be done until the current season is tallied up and then the management needs a budget for the next year in a short time in order to figure out how to pay for that budget. This is the job of the Finance Committee. The tight time-line does not allow the incremental building of information or offer time for a lot of prior to the May meeting that decides. There are certain items that come up every year at Board meetings ie budget, pricing, etc, that shareholders would like to comment on via the internet, if they know ahead of time what they are.  (ex: the latest list-serv discussion) before the Board makes their decision on that particular topic.

It was noted that the Board had directed the SRC to come up with a draft of possible procedures regarding Task Groups; those groups working on their own to do something for the co-op. In the discussion that followed it was noted that volunteers just want some direction with a project, some help from other interested shareholders, and a link with management to make it happen. Some committee members expressed frustration expressing that such efforts seemed to be faced with red tape procedures, protocol, every time to get the task accomplished. The Shareholder Directory was supposed to be a test case to use in drafting these procedures. But it seems stalled. It was suggested that the Board and Management give some guidelines as to how Board or Management approval can be expected so a Shareholder project becomes actuality.

Another example discussed was the survey offered by Liz Godwin. She is working on a List serve survey, to access if it represents a broad spectrum of Shareholders. While this effort is not a board or management sanctioned effort it, the Committee felt this survey offers the board an opportunity for understanding the reach of the list serve and how much it reflects the actual pulse of the Co-op. While not a project that the SRC could be involved in several members felt it was something that they would like to help with independently of the Committee.

We had to table the discussion on task groups until the next meeting as we were running out of time.

For future reference: One of our committee members brought up the topic:  What is the procedure for getting an electronic petition posted (which increasingly will be the most effective way to gain petition signers), when a shareholder feels strongly enough about a particular issue to push it forward?

The Feb. meeting date was not set. The Chair will be out west over the normal date of the first Wed. of the month. Meeting adjourned at 7:30 pm

Respectfully submitted,

Irma Heeter