We have been working on an update from the May 16 member meeting. We had a small, but enthusiastic group of six co-op members and five interested persons present at the meeting. There is one important piece of co-op business regarding our incorporation that needs to be explained to members so you can weigh in on how to proceed. This issue was discussed at the May 16 meeting, but was not an obvious item on the draft agenda circulated prior to the meeting. Please see the final agenda utilized for the meeting, attached.
Completing this update has taken longer than we intended. There are several reasons for this--we are recalling events that took place almost a year ago, only three of the twelve founding group are involved today to give their perspective (which doesn't provide a complete picture), and we are trying to be as informative and accurate as possible. The upshot is that there is clearly a lot of interest in moving forward with the co-op; in fact, there was no question among those present (as well, as many people who called or emailed that could not make the meeting) that they want a co-op in Redding.
We have also been contacted recently by the Center for Cooperative Development in Davis regarding grant funding that is available to use for cooperative start-up activities. The grant is due mid July and our co-op could be added to it as a specific project. As a result, we are proposing to re-form a steering committee right away. The first meeting is set for this Monday evening. If you think you might be interested in being on the steering committee, please contact us at the Growing Local email address or at our new email account: ourfoodcoop@gmail.com Hopefully, all those interested will be able to make the meeting, as well, on such short notice.
Steering Committee Meeting
Monday, June 27
6 pm – 8 pm
Moss Lumber Company
5321 Eastside Road (conference room)
This blog has been created in order for you to discuss the matter of incorporation and your interest in moving forward with the co-op, and seems like one quick and easy way to communicate with each other. This update will be posted to the blog and then you can post your comments. You will have to register to comment on the blog, but will be able to read any comments posted without registering. It has also been proposed to set up regular meetings for co-op members to get together to discuss these issues and make decisions about how to move forward. In addition, any member may obtain a copy of the membership list for the purposes of conducting co-op business. And please, email us if you have questions or want to talk about something.
Getting a food co-op started is not an impossible dream, as food co-ops are established and starting up in communities all over the world. The big first steps towards realizing a co-op would be 1) for old members to renew their support for the project despite the previous failure and 2) for a new core group to emerge to lead the way.
Please share your thoughts on the blog and let the other members know where you stand.
Sincerely,
Co-op Member Meeting Planning Committee:
Apryl Jewett, Guenn Johnsen-Gentry, Jessica Morris, Rick Pareno, Melinda Shaffer, Fred Schluep, Susanna Sibilsky, and Barbara Whitener
Here's a synopsis of what was discussed at the May 16 member meeting:
Who’s in charge of the Co-op?
As most of you know, the core group of people who worked to start the food co-op has dissolved, the Board members have resigned, and virtually nothing has happened with the food co-op (except bad press in the Record Searchlight) over the last eight months or so. Part of the purpose of the meeting was to see if we could generate a new core group of people to get the project moving forward and to get more bodies involved overall. Susanna Sibilsky, a member of the co-op, as well as a member of Growing Local (a coalition of various agencies, organizations and individuals interested in promoting local food production and consumption), reported that Growing Local took an active role in helping the co-op transition to new leadership, because a co-op could be a critical piece to improving our local food system. While the coalition intends to continue supporting the co-op, it was made clear that Growing Local is NOT going to create our food co-op for us. Growing Local was able to help collect the co-op's belongings from the previous Board, so that co-op members would be able to contact each other and understand what had been accomplished thus far. New leadership will have to come from existing members or interested parties that could become members.
What are the cooperative principles?
Co-op member Barbara Whitener led a discussion on the Seven Principles of Cooperatives (attached) originated in 1895 by the International Cooperative Alliance (ICA). The ICA is a global association of co-ops and co-op support organizations. Cooperatives generally operate according to the same core principles and values. The Seven Principles have been updated by the ICA three times, since their inception. More information on co-ops can be found at
What’s happening with the Co-op building site and community kitchen?
Co-op member Jessica Morris reported on her perspective of the events and rationale that led to selecting the co-op location, based on her involvement with the original core group. Despite the fact that most co-ops take 2-3 years to open, the plan of the original core group was to open a store within five months. The biggest reason was that Bridgette Brick-Wells, a major force in the original core group, already planned to use part of the space for her kitchen for her school lunch program, and there were several advantages to sharing space with her kitchen. The store site was located on the alley behind the Cascade Square near the corner of California and Placer streets. While this may or may not seem like a good location, again, the impetus was to seize the opportunity to share space with the school lunch program. Having a large commercial kitchen is very expensive and is something most co-ops have to grow into. The advantages of starting with a commercial kitchen included: being able to convert excess local produce into value-added, non-perishable products; being able to offer the kitchen to members to make value-added products; and being able to share both the cold and dry storage areas. In addition, the school lunch program would be able to utilize a large amount of perishable local produce. There were other reasons the location was appealing, as well. The group was very interested in having a store downtown in order to provide access to low-income neighborhoods and to promote walking and bicycling as modes of transportation. The space was unusually large, modern and inexpensive for the downtown area.
While the core group was very interested in the space and the relationship with the school lunch program, they were not in a position to commit to a lease on the space. Bridgette and her non-profit leased the space in order to move forward with her plans for the kitchen and the core group remained committed to try and make the concept come to fruition. No co-op funds have been spent on the space. Bridgette has indicated that it could be possible to use the space for the co-op, if its members are interested in the location in the future. She is working with Denise Ohm, Food Service Director for the Enterprise Elementary School District, under a grant the District received, to develop the space as a local food aggregation hub to supply local school lunch programs.
Where is the membership money?
Co-op member, Apryl Jewett, agreed to look at the books recovered by Growing Local. Apryl confirmed that it appears all the funds are accounted for and that virtually all the money taken in has been spent. Just under $5,600 was paid into the co-op, including about $2,200 from the Iron Chef fundraiser. The bulk of the money ($5,000) was spent on attorney’s fees to create bylaws for the co-op. The remainder of the expenses included a supply of checks, bank fees, post office box rental, and membership refunds (four). The co-op's financial records are available to any member to review.
Where do we go from here?
Currently we have 62 paid members. These applications were processed between May and August of last year. In addition, there are 13 members “in waiting” who’s checks were never cashed and whose memberships were not processed.
Option 1:
Continue with the existing incorporation as North Valley Cooperative Articles of Incorporation were filed with the State naming Bridgette as the sole incorporator. Based on a conversation with Henry Bose, the lawyer who vetted the bylaws and helped Bridgette process the incorporation, Bridgette had the authority to establish the first Board and to adopt the bylaws, which she has stated she accomplished. The incorporation was to be completed by filing a Statement of Information with the state identifying the officers and some other information. This was submitted, but without proper payment, and so has not been completed. It was due August 16, 2010. Currently, we are still considered active and could complete the incorporation for the fee, plus penalty—probably $70. Apparently the state has been slow to process these filings and so has continued to accept them long after the due date; however, at any time, the state could look at our paperwork and determine that our corporation is defunct. Completing our incorporation would require that a board be elected by the membership, officers appointed and the final paperwork submitted to the state. The Board would need to determine if taxes were due for 2010; this is unlikely, but could be $800. Minimum taxes would probably start with 2011 tax year.
Option 2:
Take no action on the incorporation and let it dissolve
It cost $100 to file the incorporation papers with the state. The majority of the legal work paid for was to vet a set of bylaws, which the members own regardless of the co-op's incorporation status. Considering the potential tax liability, the need to form a Board and conduct business to keep the corporation viable, and the fact that there are no assets, the small group present at the meeting felt that the membership should take no action, with a consensus that we should “start fresh.” Hopes shared at the meeting were to start over with more realistic goals, more openness and transparency, and, most importantly, working together as members in a cooperative manner. The primary concern was what would happen to the existing memberships if we started over. Stuart Reid, Executive Director of the Food Coop Initiative (a non-profit whose mission is to assist food cooperatives flourish) has subsequently confirmed that each member's equity could be transferred to a new corporation, once it is formed in the future.
please let other members know where you stand on options #1 or #2...thanks!
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