Greetings fellow member-owners!
I hope you are enjoying the beautiful weather we are experiencing during this harvest season. We are
looking forward to the RAFC’s annual meeting that is scheduled at 10 am on Sat. Sept. 30th on the lawn
next to the co-op, with a rain location at the Fox room at the Rutland Free Library (at 10:30 a.m. on the
same date).
We elected to move the meeting to a fall date to make sure that we have our final
financial totals from our previous fiscal year completed by our accounting firm and to also attempt to
catch as many of our member-owners as possible after the Summer vacation season. We discovered that
Sept. 30th happens to be National Hot Mulled Apple Cider Day, so we definitely plan to observe by
having some available at our gathering!
One of the functions of the board of directors is to periodically review the RAFC’s bylaws both to make
sure we are adhering but also to evaluate whether it makes sense to modify them to reflect the current
practices of the organization and present any recommended amendments to the membership at the annual meeting for a vote of approval. This year the board has recommended modifications to 5 sections of the bylaws, reflected here in red font. I would like to preface the suggested edits with the rationale for each:
Section 1.2 contains the term nonprofit, which is a misnomer since RAFC is a cooperative that
seeks to be profitable, but distribute the profits back to the organization (salaries, improvements,
expansion) and among the member-owners (patronage dividends).
Section 5.5 is updated to include video technology when performing remote conferencing of
meetings.
Section 8.8 is updated to reflect the current practice which is to not issue a signed certificate of a
fully paid share, but can be accommodated upon request.
Section 9.3 is the edit with the most substantive change. Although the bylaw was amended in
2010 to mandate a financial audit every 3 years, a full financial audit has not been completed due
to the financial cost of that service. The RAFC’s previous accounting firm (Obrien, Reynolds,
Shortle and Sabotka) quoted the cost of a financial review to be $14,000 in 2012. The RAFC has always had an outside accounting firm conduct an annual financial review, and it has not been recommended by our previous or current firm ( McCormack, Guyette, and Associates) to have a financial audit performed based on our relatively small volume of sales, our financial condition, and our lack of commercial loans. The board recognizes that a financial audit can be beneficial, particularly when exploring missing money, and is typically required by banks for a commercial loan, or to be eligible for certain grants, but a financial audit has not been conducted at the RAFC due to a lack of financial viability or compelling reason to do so, and the board recommends the bylaws be amended to reflect the current practice.
Section 11.1 is updated to reflect our preferred method of notification which is email.
Section 1.2 – Purpose and mission. As more fully stated in its Articles of Incorporation, the
purpose of the Co-op is to operate a retail food store on a cooperative and nonprofit basis. The
The mission of the Co-op is:
(a) to provide affordable access to natural, whole, and minimally processed and packaged food
items and other products that form the basis for healthy and ecological lifestyles;
(b) to provide a market for local, regional, and other cooperative producers of food and other
household and personal products;
(c) to provide a community building and educational center where owners and other patrons can
work, shop, and learn together and empower each other;
(d) and to support and work cooperatively with other individuals and organizations whose
purposes are similar to those of the Co-op.
Section 5.5. – Telephone conferences. Meetings of the Board may be conducted by means of
a telephone remote conference or other communications equipment whereby all persons
participating can hear each other at the same time. Participation by such means shall constitute
presence in person at such a meeting. Telephone Remote conferences shall not be used for
the purpose of excluding owners.
Section 8.3 – Certificates. Every holder of a fully paid share shall be entitled to receive a
certificate evidencing such holding upon request. All certificates shall be signed personally or by facsimile by the Facilitator and the Treasurer and shall be numbered and registered by the Co-op. Each certificate shall contain a prominent notation that it is not transferable and that voting rights pertain only to ownership in the Co-op on the basis of one voice or vote per owner. The Co-op may issue a replacement certificate for any certificate alleged to have been lost, stolen or destroyed without requiring the giving of a bond or other security against related losses. In cases where an owner has paid for part of a share, the owner shall be allowed to vote at annual meetings or other member meetings and receive a patronage dividend provided he/she/they makes a payment towards the share price no less than once every twelve months.
Section 9.3 – Financial accountability. The Board of Directors shall engage a certified public
accountant to perform an audit yearly review of the Rutland Area Food Co-op’s financial
statements. and a study of the RAFC’s internal controls at least every three years, beginning
the fiscal year ending March 31, 2011. If fiscally feasible and recommended by the accounting firm, by
an outside firm/business partner of the coop for operational needs, or when requested by the
BOD or a Membership referendum, an audit shall be performed by a CPA as chosen by the
board of directors.
Section 11.1 – Notice. Any notice required under these by-laws shall be deemed delivered
when deposited in the United States Mail, first-class postage prepaid, or emailed, with names
and addresses as they appear in the records of the Co-op.
The RAFC BOD is seeking additional board members to work together to ensure the co-op’s success in
years to come. If you are willing to serve on the board of directors wish to know more about it, or
simply have any questions or feedback for the board, please don’t hesitate to reach out at
board@rutlandcoop.com.
Thank you for being a fellow member-owner and customer at your community-owned store! Your
patronage supports a pleasant shopping experience, the wonderful employees who work at the co-op, a healthy local economy, and a reduction of our carbon footprint via the selection of regional products.
I hope to see you at the annual meeting on September 30th!
In cooperation,
Theresa Haywood, first facilitator of the RAFC’s BOD
