Board of Directors

Cooperatives are different.

Instead of an exclusive group of investors or executives, co-ops are governed by the voices of their members. Elected democratically from the membership, a Board of Directors guides the vision of the co-op – meaning all members have a voice in how their co-op is run. It’s a pretty empowering system that has helped us grow together since 1973. Oryana’s Board consists of nine Directors who each serve three-year terms. The Board is tasked with establishing and monitoring the co-op’s governance policies, as well as hiring, monitoring, and evaluating the General Manager. They also maintain a fiduciary responsibility to the members to ensure a fiscally sound and viable co-op, protecting the owners’ assets. If you would like to contact the Board directly you can do so HERE

We are currently in the process of revising our bylaws. The updated bylaws will be voted on at the next annual meeting in April, 2024.

Proposed Bylaw Change

After much deliberation, the Board is proposing a change to indicate employees of Oryana shall be ineligible to serve as Board members.

Article V, Section 1, A

The Board of Directors shall consist of nine Board members- none of whom shall be a person directly hired by the Board- who shall be elected by the membership at the Annual Meeting.  No more than two Board members may be employees of Oryana.  Employees of Oryana shall be ineligible to serve as Board members.  All Board members shall have equal rights and responsibilities.

Language about employees in Article V, Section 4 (Officers) has also been struck.

The Board of Directors shall elect the officers of the Cooperative who shall be President, Vice President, Secretary and Treasurer who shall serve for one-year terms. Any member of the Board of Directors elected by the general membership, excluding employees, is eligible to serve as President, Vice-President, Secretary, and Treasurer.

Rationale

Following a comprehensive review of cooperative best practices, this issue was considered by the full board, and we ultimately arrived at a unanimous decision to recommend not allowing staff to serve on the Board.

Historically staff were eligible to serve on the Board when the cooperative was a less formal and financially-complex organization, largely run by volunteers and members.

However, in recent times, many food cooperatives across the country have moved away from staff serving on the Board of Directors due to the likelihood of conflicts of interest.  Some of these conflicts may include the additional challenge of maintaining confidentiality when you spend your days in the store, wrong impressions of other employees as to the role that you play on the board (staff directors are not “staff representatives”), and evaluating the general manager who is also your boss. Additionally, having staff on the board is a poor substitute for an effective system for communicating and monitoring the board’s values about staff treatment.

At Oryana, we have robust staff development, communications, input engagement, and recognition of effort including having a best-in-class employee handbook that provides detailed avenues for conflict resolution and a grievance policy.

We are also driven by a culture of exceptional leadership expectations that focuses on clear and respectful communications with a robust performance improvement process to assure understanding of staff expectations.   

Therefore, creating eligibility standards (like disallowing employee directors) does not create two classes of membership any more than not hiring some job applicants. Restrictions are criteria to protect the co-op from bias and conflicts.  With over 10,000 members, Oryana has  ample engaged and qualified members interested in board service, without the need to introduce potential conflicts of interest.

Proposed Bylaw Change

The Board is proposing a new (clearer) statement on the return of member equity, which is being made at the recommendation of our legal advisors to ensure the cooperative stays in compliance with state law. This will replace Section 9 of the existing bylaws entitled “Buying Deposit/Share Refund/Redemption”.

Article III Membership

NEW Section 8: Return of Equity
Member capital is not redeemable, but the Board may choose to pay out the “paid in” portion of a member’s equity at its sole discretion. A member terminating for any reason may request a review for redemption of the “paid in” portion by the Board Treasurer by contacting the Oryana Customer Service desk or [email protected] to submit their request. The “paid in” portion is that amount that the member has paid the cooperative for “buying” and any other privileges of cooperative membership and does not include administrative fees or any other non-“paid in” Member Equity. 

Rationale

After consulting with legal counsel to ensure we are meeting the relevant state statute, the Oryana Board is recommending a new section be added to the bylaws that addresses how member capital is redeemable.  Specifically, the new section would state that the Board may choose to pay out the “paid in” portion of a member’s equity but it would remove the administrative burden of keeping track of cancelled memberships for five years and sending United States Postal Service notification of unclaimed equity in the cooperative.  As a result, any unclaimed or unallocated member capital would be added to the general funds of the cooperative. 

Learn more about our board and what we’re up to:

Meet Our Board Members  |  Meeting Minutes  |  Bylaws | Board Policies

Join us at our next Board of Directors Meeting

The next board meeting will be held Thursday, March 21, at 5:15 pm. at Oryana 10th St. Everyone is welcome.


Think you have what it takes to run for the Board of Directors?
If you’re an Oryana member in good standing and have a passion for local food systems and cooperative principles, consider applying for a seat on the board. Read the board application packet for full details.



Policy Governance

Oryana has adopted Policy Governance as its means of governance. Policy Governance is described as:

  • Written expectations (policies) that include four areas: Board Process, Board/General Manager Delegation Relationship, Executive Limitations, Ends policies.
  • It assigns authority: BOD responsibility (vision and governing) vs. General Manager responsibility (operations.)
  • It monitors the system through a series of General Manager reports to the Board. See more about Delegation to the GM here.
  • It creates the Ends Policies, which are comparable to goals or visions.

How is our community different because of Oryana? This is the question of impact that is answered by our Ends. The policies are set forth to help guide the operations of the co-op and ensure that our viable business continues to have a positive impact in our community.

The following Ends Policies were approved by the Board in March 2009 and are as follows:

Economy

Because of Oryana, our community has a vibrant cooperative business that stimulates cooperative activity.

Localism

Because of Oryana, our community has an accessible and healthy marketplace for goods produced locally that have a positive environmental and social impact.

Wellness

Because of Oryana, our community has direct access to solutions that contribute to health and wellness.

Education

Because of Oryana our community has opportunities to learn about the interconnectivity between healthful foods, environmental stewardship, and social responsibility.

Community

Because of Oryana, ecologically regenerative and socially just community development efforts are nourished and supported.

Model Workplace

Because of Oryana, our community has a model workplace which demonstrates a professional culture of mutual support and open communications, which is based on the balance of personal and organizational needs.

To learn more about Oryana’s Board, you are welcome to contact us at [email protected] or attend one of our monthly meetings. Board meetings generally take place the third Thursday of every month.