Board Member Application

Any Abundance Co-op owner is able to run for a seat on the Board of Directors. In order to run with the distinction of being "endorsed" by the Board, you need to fill out this application form. Alternatively, applicants may be endorsed by petition signed by at least twenty (20) Shareholders, and submitted to the Board at least forty-five (45) days before the date of the Annual Meeting. 

This application gives voters information about your background and expertise, what you can offer to Abundance Food Co-op, and what interests you about serving on the Board. A Board Development Committee member may call you for further information, but generally, these answers will be your way of communicating with Abundance owners why you should be a Board member. Feel free to contact the Board Development Committee (board@abundance.coop) if any questions arise.

Please introduce yourself

Legal First Name

Legal Last Name

Preferred Name

Pronouns

Address *

Address

City

State/Province

Zip/Postal

Phone Number *

(US only)

Email Address *

Occupation

Education (degree, major, etc.)

How many years have you lived in the Rochester area?

Responsibilities of Board Members

Please read carefully and thoughtfully.
Check each item to indicate that you are willing to take on these responsibilities. 
In general, members of a co-op Board of Directors have the same duties as the Directors of any business. In addition, the co-op Board must act on behalf of Abundance's Owners (as fiduciaries), meaning that individual Directors have to balance individual interests, business interests, and member interests when making decisions.

To do this, Directors must be able to:

Uphold fiduciary duty on behalf of Abundance's Owners

Exercise due diligence in monitoring Abundance's financial condition

Abide by all items contained in the Statement of Agreement, which includes the Code of Ethics, Code of Conduct, and Conflict of Interest policy (cf. Statement of Agreement below))

Maintain confidentiality when required

Faithfully honor all legal obligations that come with Directorship, which include the:

Duty of care (make informed decisions in good faith; act as a prudent person; use a good process for decision making; be honest; ensure adequate record keeping)

Duty of loyalty (always act in the best interest of the cooperative; disclose and avoid conflicts of interest; engage in no self-dealing; maintain confidentiality)

Duty of Attention/Diligence (attend meetings; participate in discussions; be prepared; review materials; ask questions; know and adhere to state laws and co-op bylaws; support Board decisions and policies; honor contracts; ensure payment of all tax obligations)

Expectations of Board Members

Please read carefully and thoughtfully.
Check each item to indicate that you are willing to meet the expectations.

As a Director, I will:

Shop regularly at the Co-op

Be prepared for meetings, including reading--carefully and thoughtfully--the agenda packet in advance of every Board meeting

Participate fully in Board meetings, attend monthly meetings, as well as any meetings of committees on which I may serve (special projects may require more time commitment)

Actively participate in Board discussion via e-mail or phone between meetings as necessary

Attend the new board member orientation

Complete Columinate CBLD 101 within 1 year of being appointed to the Board

Attend occasional Owner Gatherings (typically on Owner Appreciation Days and other special events)

Actively participate in the annual election by spending time in the store (or other get-out-the-vote activities) to remind Owners to vote

Qualifications of a Board Member

Please answer the following three questions as thoroughly as possible, while keeping your answers to 200 words or less. 
Your answers will be published on the Abundance website and in newsletters. We encourage you to be concise and thoughtful in each of your responses.

Why do you want to serve on the Board of Directors of Abundance Food Co-op?

0 of 200 max words

What are you passionate about? How could we see that passion in action in your day-to-day life?

0 of 200 max words

Describe experiences or skills you have had which would benefit the board.

0 of 200 max words

Statement of Agreement

I. Code of Ethics

The Board of Directors of Abundance Food Co-op adopts the following Code of Ethics to clarify any uncertainty regarding the authority of the Board of Directors. This Code of Ethics is proposed to create greater unanimity and closer coordination between Directors and among Directors, management, and employees.

To that end, we, the Directors of the Abundance Food Co-op, agree that:

- The Board's authority is limited to overseeing the affairs of the cooperative in a manner deemed beneficial to the cooperative as a whole. To do this, we employ a manager to be responsible for the overall and day-to-day management of the business under the direction of the Board and work with management to set the future direction of the co-op. We are also responsible for carrying out other duties as provided by the bylaws or by general or specific corporate laws. 

- Each Director's authority is equal only to the rights and authority of any individual owner of the cooperative except when the Board is in formal meeting. No individual Director may act on on behalf of the cooperative alone unless explicitly delegated that authority by action of the Board, and no individual Director has any particular rights to information not made available to all Directors. 

- The authority of the manager, as approved by the Board in the General Manager's job description, is to manage the affairs of the cooperative. The manager shall employ, supervise, and discharge all employees, agents and laborers and engage in all negotiations and discussions on behalf of the cooperative as necessary and/or directed by the Board. 

- While Directors may disagree with a policy approved by or action taken by the majority of the Board, they will support that policy or action as being the considered judgment of the Board. An individual Director shall have the right to present further evidence and argument to the Board for further consideration in a manner consistent with the Board's practices. The Board shall have the duty to reconsider its actions appropriately. 

- All Directors will maintain confidentiality as needed to protect the co-op's interests and financial viability. This means that all Directors shall not discuss disputed or confidential corporate actions, policies, or issues with the co-op's Owners, employees or the general public unless all Directors agree that such information is no longer confidential. All issues related to personnel, real estate, market strategy and goals, pending litigation, and details of the co-op's financial status will be considered sensitive issues subject to confidentiality unless or until full disclosure is approved by the Board as a whole. 

- Directors serve as representatives of the cooperative. They shall conduct themselves in a professional manner that fosters confidence and reflects positively on the co-op, its Owners, and its staff. We respect the rights of others - Directors, staff and Owners - to communicate their ideas free from interruption and without intimidation.

II. Code of Conduct

As a co-op Director, I pledge to do my best for Abundance Food Co-op and will:

- Devote the time needed to fulfill the responsibilities of the position. 

- Attend and actively participate in the Board's training sessions and annual planning retreat to enhance Board understanding and cohesiveness.

- Consider the business of the co-op and its Owners to be confidential in nature.

- Disclose any personal or organizational conflict of interest that I may have and refrain from discussing or voting on any issues related to that conflict.

- Be honest, helpful, diligent, and respectful in my dealings with the co-op, with other Directors, and with the co-op's management, staff, and Owners.

- Work for continued and increased effectiveness in the co-op's ability to serve its Owners.

- Be a team player and agree to abide by the majority action of the Board, even if it is not my own personal opinion.

- Present the agreed-upon view of the Board of Directors, rather than my own, when I speak for the co-op to employees, Owners, shoppers, and the general public.

- Refrain from asking for special privileges as a Board member and from interfering with management's authority.

- Work to ensure that the co-op is controlled in a democratic fashion by its Owners and that all elections are open, fair, and encourage the participation of all Owners.

- Strive at all times to keep Owners informed of the co-op's status and plans, and of the Board's work, as appropriate.

- Continually seek to learn more about the co-op and its operations and about my responsibilities as a Board member by pursuing educational opportunities.

III. Conflict of Interest

I affirm that, to the best of my knowledge, neither I, nor any of my affiliates (hereinafter defined) have any financial or other personal interest, direct or indirect, that is incompatible with the proper discharge of my fiduciary duties as a member of the Board of Directors of Abundance Food Co-op or would tend to impair my independence, judgment or action in performance of my duties as Director, except as described below. 

I further affirm that, to the best of my knowledge, neither I nor any of my affiliates is an officer or managing agent of any municipal, state, federal, or private granting or contracting entity that provides or receives funds or other benefits to or from Abundance Food Co-op, except as described below. 

As used herein, I understand the term “affiliate” to mean any relative, business or professional partner or associate, or other person or entity (including without limitation any corporation or partnership in which I have a personal or financial interest) with whom I have any significant relationship.

Conflict Disclosure

As a co- op Director, I agree to abide by this Statement of Agreement. 
I agree that if, in the opinion of the majority of co-op Directors, I have violated the letter or spirit of this agreement that I shall resign my position on the Board immediately.

First Name

Last Name

Date

Please introduce yourself

Responsibilities of Board Members

Expectations of Board Members

Qualifications of a Board Member

Statement of Agreement

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