Becoming a Real Co-op

New bylaws reflect renewed member focus


At the Boise Co-op board meeting called during the Ken Kavanagh firing debacle in January, when incensed co-op members filled every open seat in St. John's Parish, most had something in common: It was the first time they had ever attended a co-op meeting.

But now that the co-op has a new general manager, Ben Kuzma, and a renewed focus on cooperative values, it wants to change that.

On Aug. 1, Boise Co-op officially became a member of the National Cooperative Grocer's Association. According to Michael Boss, co-op media director, NCGA membership gives Boise Co-op "access to the second-largest natural foods-buying group outside of Whole Foods."

The co-op board of directors also updated its bylaws on Aug. 5 to reflect the seven principles adopted by the 1995 general assembly of the International Co-operative Alliance. These new bylaws, though sprinkled with legalese, attempt to make the co-op a more democratic institution and ratchet up member involvement.

"We're trying to be a more transparent organization. We're thinking of [the members] as part owners of this business," said Kuzma. "So we want them to become actively involved and help us make this the best business."

One of the biggest changes to the bylaws involves patronage dividends. The co-op is now required to dispense at least 20 percent of profits from member purchases back to co-op members. Profits made from nonmember purchases are taxed and, therefore, not redistributed.

"Every dollar that comes in through a member purchase is profit that can be given back to the members. If we want to give it all back to the members, then that's fine, but often we want to keep some for putting back into the business," said Kuzma. "But operating as a co-op, you have to give at least 20 percent of your profits back to your members."

The co-op board will meet in July 2012 to review profits from the current fiscal year and decide the exact percentage that they will redistribute to members. Those first checks will be mailed out sometime in August or September to coincide with the 2012 annual co-op member meeting.

"It is based on your purchases, so if somebody spends $5,000 a year shopping here, they're going to get a proportional rebate check than somebody who spends $500. The more you spend, the more you get back," said Kuzma.

Another big change involves member participation. The new bylaws stipulate that a member "who fails to make a purchase from the co-op for a period of 12 months" will go to inactive status and lose all rights and entitlements of members until they make another purchase.

"One of the basic principles of the co-op is that we'll provide a service to members that are using that service. If you're not using the service, if you're not shopping at the store, then you become inactive. You have to have something that defines what a member is and who an active member is, especially for the voting process," said Kuzma.

Other notable additions to the new bylaws include a quorum for conducting business at member meetings--set at 1,000 members in good standing or 3 percent of members in good standing, whichever is less--and a commitment to give better notice of upcoming member meetings.

All-in-all, these new bylaws aim to transform the co-op into a more democratic, member-controlled institution. Boss sent out a letter to co-op members on Aug. 16, detailing many of these new changes.

"I know a lot of people were paying attention in January--everybody loves a good scandal--but there are lots of exciting new things going on we want our members to know about," said Boss.