When: Tuesday, May 12th (6PM Potluck, 7PM Meeting)
Where: Potsdam Town Hall (18 Elm St. - use the back door!)

All Co-op Owners are invited and encouraged to attend. For those who are able to, please bring a dish to pass!

There are no new candidates running for election this year and all remaining Board members are still serving current terms. There will be Bylaws amendment propositions presented to the membership for their approval which will change the timing of the Annual Meeting, Board size, and membership structure. The proposed changes are as follows:

• Proposition #1: The Board of Directors shall hold an Annual Meeting prior to June of each year. This will give ample time for the Board and General Manager to have all necessary reports prepared to properly inform the membership. The better weather should also encourage attendance for this important time of fellowship with the potluck.

• Proposition #2: The optimal number of Directors shall be 9. The minimum acceptable number of Directors shall be 5. Looking at sources on best practices and based upon our own experience, the Board believes this is best for the Potsdam Co-op.

• Proposition #3: There shall be one "class" of PFC membership which any person, including employees of PFC, may choose to join by contributing the required equity and any membership fees as established by the Board of Directors. The Board has identified an opportunity to strengthen alignment between the Co-op’s governance practices and the principle that all directors serve the membership as a whole. In particular, the current structure of a staff-designated Board seat (Class E) and the associated voting limitations may unintentionally reinforce the perception that certain directors represent specific constituencies rather than the full ownership. By eliminating formal class distinctions among directors (including the current Class E designation), we foster a more equitable cooperative, while continuing to ensure staff representation through a designated seat defined in the Bylaws. See Proposal #4.

• Proposal #4: One Board of Directors seat shall be reserved for a part-time or full-time employee of PFC. The Employee Director position will be selected in the manner as all other Directors. The Employee Director will not participate in board discussion of confidential store personnel issues including those regarding oversight of the General Manager. The Employee Director may not serve in a Board Officer role. These limitations exist to prevent a conflict of interest between the Employee Director and the General Manager. This proposal is consistent with the current practice, but removes the distinction of “Class C” and “Class E” and allows all member-owners to participate in voting for the full slate of candidates, including the Employee Director.

• Proposal #5: The Board of Directors of the Potsdam Food Co-op is hereby authorized to make such additional changes to the Articles of Incorporation and to adopt a revised format of the Bylaws as may be necessary to ensure consistency between these documents and to reflect current food cooperative industry best practices, including the removal of provisions more appropriately addressed in policy manuals or standard operating procedures, provided that such changes do not materially alter the rights of members. Without knowing the full revision history of the current Bylaws, it has grown to include things that are better placed in the Board Policy Manual (BPM), which the board can update when needed. We are working on a completely rewritten set of bylaws using a template supplied by our consultants.

David Bradford, PFC Secretary
Arthur Freeheart, PFC Governance & Nominating Committee Chair

We need your vote to reach our quorum of 100 memberships or 10 percent of the total current memberships, whichever is smaller. The proposed bylaw amendments will only be enacted on the affirmative vote of two-thirds of the membership voting thereon.

There are several ways to make sure your voice is heard:

• If you are planning to attend, you can submit your vote at the Annual Meeting but early voting by proxy is still encouraged!

• Paper versions will be available in store starting Tuesday, April 14th, which can be dropped in the designated ballot box, or mailed to the Co-op, to be received no later than May 11th!

• A Zoom link will also be posted prior to the meeting date for those who wish to attend and/or vote virtually.

• If you are unable to attend the Annual Meeting, voting by proxy is required in order to count your vote.