Election Procedures Manual

Purpose
Procedures to conduct the annual Sacramento Natural Foods Co-op election, including activities conducted by
Board Administrator, Board Candidate Development and Nominations Committee, Election Committee, Board
leaders, staff and volunteers.

Procedures
Template for Creating Schedule for General (Annual) Elections
The Board Candidate Development and Nominations Committee (BCDNC) creates a schedule in
December or January with dates specific to the coming years election, using the previous years
schedule as a template. The election cycle begins the first or second Saturday in July, as determined
by the BCDNC to best coincide with Reporter schedules, Board meetings, and quarterly owner
meetings, and summer holidays.
The BCDNC Chair ensures that the schedule is distributed to the Board, General Manager, Board
Candidate Development and Nominating Committee, and Board Administrator. Working with the
Board Administrator, the schedule is distributed to others as necessary for dissemination to memberowners via the web site, Co-op Reporter, store displays, etc., in a timely manner so that deadlines are
not missed by member-owners. This schedule is generally published in the Co-op Reporter beginning
in February, and events are dropped off as they pass. If space is a concern, later events may be left
off until they become relevant.

Events Prior to the Election Cycle

1. The last quarterly membership meeting at which measures may be submitted from the floor and
placed on the general election ballot is the spring meeting (usually held in February or March).
2. The Election Committee Chair should be appointed by the Board at its May or June meeting.
3. The Election Committee Chair will reserve an offsite location for the day of the ballot counting.
4. The Election Committee Chair will determine an adequate number of volunteers to staff the
Election Committee on the assigned ballot-counting day, usually one week following the end of the
voting cycle. The Election Committee Chair will be responsible for the recruitment of the election
committee. In selecting the election committee the chair will preferentially select members who
have been a past member of the Board of Directors, or who have had significant committee or
volunteer work for the co-op, or who have had previous experience on the election committee. The
chair will aim to find committee members who are neutral on positions, measures, or candidates
that are under consideration in the current election.
5. The Election Committee Chair will submit the proposed committee members to the board by the
July or August meeting for appointment.
6. The Board should vote to propose any measures by the May meeting, June at the latest. The
Board of Directors shall be considered the sponsor of any measures it proposes, and will be
responsible for writing arguments for those measures.
7. The last day to have a special membership meeting at which to vote to submit a measure, and
submit the written measure to the Board Secretary for the general election is at least 2 weeks
before the June Board meeting. Notice for this meeting must be mailed to the members at least 20
and no more than 90 days prior to the meeting (per Bylaws section 7.01). [NOTE: This is the
absolute final deadline for submitting measuresin reality, people should be encouraged to do it
earlier to allow time for review, consultation, etc. This language does not need to be included in
the actual schedule.]

8. The last day for members to submit petitions for measures is at least 2 weeks before the June
Board meeting.
9. All measures must be certified by the Board by its June meeting.
10. Please see the Board Candidate Information packet for additional due dates pertaining to
candidates.
Election Cycle Schedule
The election cycle begins the first or second Saturday in July, as predetermined by the BCDNC
Committee. The election cycle for the annual election runs for 9 weeks, with most deadlines occurring
on successive Saturdays. The election cycle scheduling for a special election is the same as for
general elections, except that the Board determines when the cycle will begin (as per the Election
Code).
1. Potential candidates must be current in their fair share investment at least 6 months prior to the
date of his/her election on election day (the 9th Saturday after the start of the election cycle).
2. Petitions to run for the Board of Directors and accompanying Declaration of Candidacy forms are
due 1 week after election cycle starts. Declaration of Candidacy forms from BCDNC nominated
candidates are due 1 week after election cycle starts.
3. Declaration of Candidacy forms for nominees from the floor are due 1 week after the election cycle
starts.
4. Declared candidates may begin campaigning on the Tuesday after Declaration of Candidacy
forms are due. Campaign rules are provided in the Board Candidate Packet and in the Election
Code.
5. Optional candidate statements and photographs are due by the deadline for the August Co-op
Reporter. If there is no August Reporter statements and photographs are due by the beginning of
Election Cycle Week 2.
6. Arguments for and against ballot measures are due 2 weeks after the election cycle starts.
Arguments that exceed 275 words will not be accepted.
7. Candidate statements and arguments will be posted within two days after the deadline for their
receipt unless there are multiple arguments on the same side of the same issue, in which case
they will be posted within 24 hours after an argument is chosen.
8. Rebuttals of arguments (if any) are due 3 weeks after the election cycle starts and will be posted
within 2 days after the deadline. Rebuttals that exceed 150 words will not be accepted.
9. If the voting materials are sent by bulk mail, they must be mailed by the 6th Saturday after the
election cycle starts (if in the Co-op Reporter, it must be the August issue).
10. If the voting materials are sent by first class mail, they must be mailed by the 7th Saturday after
the election cycle starts.
11. The end of the election cycle (election day) is the 9th Saturday after the election cycle starts.
Events after Election Day
1. The last day to accept mailed ballots (must be postmarked by Election Day) is 5 days after
Election Day.
2. Ballots must be counted and validated within 1 week after Election Day.
3. The Election Committee Chair reports results to the Board President and to the Communications
Director or designee for posting on the SNFC website ASAP Election results must be posted in the
store the day ballots are counted or the next day at the latest.
4. Bylaws must be updated if necessary and available/posted within 1 week after counting the
ballots.

5. The last day to file a challenge to the election is 2 weeks after the end of the election cycle.
6. New Directors are installed at the October Board meeting. New directors will be introduced at the
first member-owner meeting following the election.
Ballot Distribution
The Election Code contains detailed instructions on the distribution of ballots and counting results.
Current members in good standing on the date of the August Board meeting will receive their ballot
packet via US Mail.
Ballot Handling/Security
At the beginning of the Election Cycle ballot security goes into effect as follows:
1. Once the ballot boxes are placed in the store, Customer Service staff are to contact the Election
Committee Chair and/or the Board Administrator as ballot boxes begin to fill.
2. The Election Committee Chair and Board Administrator will maintain keys and are responsible for
working with administrative and store staff to ensure the security and the verification of the
ballots.
3. On the last day of the election, in-store collection of ballots ends at store closing time. All mailed
ballots must be postmarked by this date.
Ballot Verification/Validation
The validation and verification process will be conducted following these procedures:
As ballots are received, they will be checked against the list of active owners. Problem ballots will be
kept in piles or batches according to the particular problem. These problems can include, but might
not be limited to:
1. Return envelope not signed, return envelope received too late
2. Signature on the envelope was legible but clearly not the name of the owner
3. Signature on the return envelope was illegible and owner could not be identified by name or
number
4. Voter name and number not on the eligible list
5. Duplicate return envelope
Each problem ballot will be carefully and diligently re-examined by the election committee chair
(possibly in consultation with the Election Committee) to determine whether the vote will count.
Ballot Counting
The Election Committee is responsible for verifying and counting the ballots within one week after the
vote cycle ends. This process should include the following:
1. The election committee, under the supervision of the election committee chair, will count the
ballots on the same day in teams of two. First, all the envelopes will be opened, and the ballots
removed, 50 at a time. The batch of 50 envelopes will be placed to the side. Each counter will take
a batch of 50 ballots which have been removed from the envelopes. It helps to cross batch the
ballots (and the envelopes) in groups of 10 within each batch of 50.
2. Counters will work in pairs. Each member of a pair will count one batch of 50 votes and tally the
results on a tally sheet. Then each member of a pair will trade their completed batch of 50 ballots
with their partner. Each will proceed to re-tally the votes which have just been tallied by their
partner, on a separate and new tally sheet. When both partners have completed their cross check
of each other, the tally sheets will be compared to see if they match. If they do not match, they
must re-tally the vote by the same process.
3. The committee chair will confer with the counters to make sure that the count is correct. If the
results still fail to tally up, the committee chair has the option of tallying the votes herself.

4. When all ballots have been counted, then the tally sheets themselves will be given to one team of
counters, preferably the pair who had the least difficulty in coming up with a matching count.
These counters will then, using calculators, cross check all the tally sheets to ensure the accuracy
of the final vote count.
5. The chair and committee members will all sign an attendance sheet and report the hours they
worked.
A ballot is deemed invalid if:
1. A person votes for more candidates for the Board of Directors than there are seats to be filled; the vote
for candidates on that ballot shall be considered invalid.
2. A person marks more than one choice: yes, no or abstain for the same measure; the vote on that
measure on that ballot shall be considered invalid.
3. Illegible signatures do not disqualify a ballot, but a missing signature does (i.e. failure to sign the
ballot envelope).
The results of the vote shall be determined as follows:
1. Directors elected to full-terms shall be those candidates receiving the highest number of votes consistent
with the number of full-term Directors to be elected.
2. Directors elected to complete unexpired terms (if any) shall be those candidates receiving the highest
number of votes consistent with the number of unexpired terms to be filled.
3. Bylaws amendments and votes to recall of a Director must receive a two-thirds (2/3) majority of those
voting to pass.
4. All other measures require a simple majority of those voting to pass. Resolution of tie votes will be
determined according to the provisions in the Election Code.
Election Report
After all votes have been counted and recorded, the Election Committee Chair shall prepare a report
summarizing the election results (see report format below). This report shall include:
1. The number of return-envelopes received, the number of valid return-envelopes received, and the
number of valid ballots. Explanation of discrepancies observed in the numbers shall be included.
2. The number of votes received by each candidate or measure.
3. Indication of successful candidates.
4. Indication of measures passed or failed with the number of votes received for each side, including the
identifying sentence or phrase that appeared on the ballot.
5. The results of any recall election.
6. Signature of the Election Committee Chair and all Election Committee members and date.
7. Post a copy of the report or a summation of the Election Results in the store the evening after the vote
count or the next day at the latest.
8. Present the original of the report to the President of the Board of Directors at the October board of
directors meeting and answer any questions.
9. Place a copy of the report, along with a copy of the ballot pamphlet and the ballot, in the permanent files
of the Board of Directors. This material may be stored electronically as well.
Election Observers
Election observers are welcome to view the ballot counting and are required to contact the Election
Committee Chair at least five days prior to ballot counting day to reserve a seat. Their presence will
also be recorded on an attendance sheet, but they will not be credited with owner work hours by the
Co-op. Observers will be asked to turn off their electronic devices and they will be instructed not to be

disruptive or in any way interrupt the ballot counting. One warning of disruption will be given and after
a second incident the Chair has the right to ask the observer to leave.

SNFC General Election Schedule for 2011

Owners interested in running for the Board of Directors or in submitting measures and arguments (pro and con), or
any other election-related activities should consult the Bylaws, Board of Directors Policies, and Election Manual.
These documents are available on the website at www.sacfoodcoop.com, or from Delfina Vargas, Board
Administrator, at board-admin@sacfoodcoop.com. (Highlighted dates are deadlines for candidates.)
Mar. 3

Potential candidates must be current in their fair share investment on this date in order to
run for a seat on the SNFC Board.

Apr. 14

Interested in Running for the Board? forum, 7 - 8 p.m. in the Learning Center

May 3

Last regular meeting for Board to propose a ballot measure.

May 14

Last day for owners to submit petition signatures to submit a ballot measure.
Last day to hold a special membership meeting (quorum of 100 members required) to
submit a ballot measure (notice must be mailed to owners 20-90 days prior).

May 21

Candidate Statement of Interest form is due for those interested in being nominated by the
Board Candidate Development and Nominating Committee. Prior to June 7 the
Committee will interview all those who return forms.

June 7

Board must certify all measures for the ballot.

Quarterly Owner Meeting Candidates nominated by Board Candidate Development and
Nominating Committee are introduced. Nominations may also be taken from the floor if
there is a quorum.

July 2

Election cycle begins.

Ballot measures are posted.

July 9

Petitions to run are due for candidates not previously nominated by the Board Candidate
Development and Nominating Committee.

Declaration of Candidacy and Code of Conduct form due from all candidates.
July 16

Candidate statements and photos are due for inclusion in the ballot packet and posting in
the store and on the website.
Arguments (pro and con) on ballot measures are due for inclusion in the ballot packet and
posting in the store and on the website.

July 23

Rebuttals on measure arguments are due.

Aug. 2

Meet The Candidates Night - Quarterly Owner Meeting following the Board Meeting
(discussion of ballot measures included).
Owners must be current in their fair share investment to vote in the 2011 Election.

Aug. 20

Deadline for ballot packets mailed first-class (August 13 if bulk mail) to owners who were
current in fair share investment on August 2 and replacement packets available in the
store.

Sept. 3

Last day to vote. Election cycle ends.

Sept. 8

Last day to accept mailed ballots postmarked by Sept. 3.

Sept. 10

Ballots must be counted and results verified.

Election results are reported to the Board President, Co-op Reporter and posted in store
and on website ASAP.

Sept. 17

Last day to file a challenge to the election.

Oct. 4

Election Committee reports election results at Board meeting. New directors are inducted.

APPENDICES
Election Code
Board Candidate Information Packet
Board Candidate Development and Nominations Committee Charter
Bylaws
Election Committee Charter
Election Task List
Owner Fact Sheets
Challenging an Election or Recalling a Board Director
How Does Someone Get on the Board of Directors?
I have a Question, Complaint, or Idea How Do I Get It Heard?
Sample ballots, Co-op Reporter promotional materials, store signage

Subject: Election Code

Last Revised: February 2011
Date Approved: March 1, 2011
Overview
The Sacramento Natural Food Cooperative (SNFC) Bylaws specify that SNFC will conduct annual
elections (using mailed ballots) to fill positions on the Board and to allow voting by the ownership on
initiatives, referenda, advisory surveys, bylaw changes, and recalls if necessary. This code is intended
to meet the mandates specified in Bylaws section 10.02 and other related sections, and to provide
additional guidance as necessary to ensure that elections are conducted fairly and consistently. In
addition to this code, an Election Procedures Manual provides administrative detail regarding
preparation for and conduct of elections.
It is SNFC policy that elections are conducted in an open and fair manner. As such:

Election information, materials, and deadlines are made available to SNFC owners by all
practical means.
Information for owners on how to participate in SNFCs democratic processes (e.g., candidate
information, how to put a measure on the ballot, petition procedures, etc.) is made readily
available in language that is clear and easy to understand.
Campaign practices are spelled out to ensure a level playing field.
Results of elections and resulting changes in Bylaws or other policies are posted promptly in
the store(s) and made available to members by other practical means.

Procedures. The mechanics of planning and conducting elections (and all related activities such as
nominations and placing measures on the ballot) are contained in the Election Procedures maintained
by SNFC Board and staff and reviewed by the Policy Committee with the assistance of the Election
Committee. Specific duties and tasks of committees are spelled out in the committee charters and in
the Election Manual. The procedures are designed to ensure that the election is conducted
consistently, fairly, and accurately as required by the Bylaws and this policy.
Definitions. The following definitions are pertinent to this policy and not defined elsewhere. Other
pertinent definitions may be found in the Bylaws.

Election Day. The last day upon which ballots may be received in the store or postmarked.
Employee. Any exempt or nonexempt paid employee of SNFC. A consultant shall not be
considered an employee.

Eligibility for Owner Participation in Elections

Only active owners of SNFC (as defined in the SNFC Bylaws section 2.02) may vote, run for the
Board, sponsor a measure, sign a petition, challenge an election, or serve on a committee. Specific
active membership dates related to elections are:

Voting. In order for his/her vote to count, the owner must be active on the first Tuesday in
August in the current year.
Signing Petitions. Signatures on petitions will be considered valid only if the owner is active on
the day the petition is submitted.
Eligibility for Board candidacy is spelled out in SNFC Bylaws section 8.01.
Sponsoring a measure. To sponsor a measure, the owner must be active on the day the
measure is submitted.

Types of Elections
There are three types of elections that may be conducted by SNFC:
General Election. A general election is the annual election held primarily to fill seats on the Board of
Directors and to vote on measures submitted by the ownership and by the Board. Whenever possible,

measures to be submitted to a vote of the ownership shall be included in the general election in order
to conserve the resources of the Co-op.
Special Election. The Board of Directors may, by majority vote, call a special election if it determines
that the matter at hand cannot be held for the next general election. The election cycle scheduling for
a special election is the same as for general elections, except that the Board determines when the
cycle will begin.
Emergency Election. The Board may, by majority vote, declare any measure to be subject to an
emergency election, which has an abbreviated time frame spelled out in Bylaws section 10.04. Recall
elections are required to be conducted as emergency elections.
Nominations for the Board of Directors
There are several ways to become a candidate for the Board of Directors as described in Bylaws
section 9.02.
Candidates wishing to be nominated by the Board Candidate Development and Nominating
Committee (per Bylaws section 9.02a) must follow the procedures in the candidate packet, which is
maintained and distributed by the committee.
Measures Submitted to the Voters
Information about the various types of measures that can be submitted by owners or by the Board to a
vote of the owners, and the avenues for doing so, is contained in the SNFC Bylaws sections
10.05,10.06, and 10.07.
Review. The Policy Committee reviews bylaws amendments as required in SNFC Bylaws section
10.05b. In addition, the Policy Committee will review all proposed ballot measures (initiatives and
referendums) to ensure clarity and alignment with Federal Law, California Law, SNFC Bylaws and
Articles of Incorporation, and the Rochdale Cooperative Principles.
Sponsorship. Each measure must have a sponsor who is responsible for:

Ensuring that authorized campaign practices are followed.

Working with the Board and its committees to address any issues regarding the measure.

Arguments and Rebuttals. SNFC provides for arguments (pro and con statements) and rebuttals
concerning all measures. The following policies apply:

Only one argument in support of and one argument in opposition to any measure will be put
forward to the ownership. If more than one pro or con argument is received, the first argument
received is presented to the voters unless the sponsors collaborate to submit a single
argument prior to the deadline.
No person may submit both an argument in support of and an argument in opposition to the
same measure.
An owner who has signed a petition for a measure may not submit an argument against that
measure.
A Board member may not submit an argument against a measure submitted by the Board.
When arguments are submitted both in support of and in opposition to a measure, rebuttals
may be submitted by the author(s) of the arguments, and only by those authors.

Advisory Surveys. Section 10.07 of the Bylaws provides for advisory surveys as a way for the
Board to get member input on an issue. The Board may set the schedule and design the voting
process for advisory surveys on a case-by-case basis to best meet the needs of SNFC.
Recall of Directors
SNFC Bylaws section 10.04 provides a process by which an active owner may initiate a recall of a
member of the Board of Directors through an emergency election or at an owners meeting. If the
emergency election process is initiated, the affected director has the right to submit a written

statement of defense, to be provided to the owners by the same means used to publicize other
election information.
Authorized Campaign Practices
Campaigning is defined as promotion or other discussion of any candidate, measure, or recall petition;
distribution of any material regarding a candidate or measure; or collection of signatures on a petition
for a candidate, measure, or recall. Each candidate or sponsor(s) of a petition is responsible for the
conduct of her/his campaign.
SNFC funds may not be used for campaigning as specified in Bylaws section 10.02d. Election-related
materials may be posted on the store premises only by the Election Committee and designated staff.
Owners are free to produce and distribute other campaign literature within the restraints of this policy.
SNFC will not supply owner contact information to any individual for the purposes of campaigning.
Owner contact information may be used by appointees of the Board to promote participation in an
election.
The newsletter may include candidate statements and the arguments and rebuttals in respect to any
issue, but must print them as accepted by the Election Committee. Any editorial commentary must
include equal representation of all candidates or sides of an issue.
Campaigning must not interfere with the conduct of meetings or the operation of the stores. As such,
campaigning may not be conducted within the store or during any SNFC function, unless the function,
or portion of the function, is designed specifically to allow member discussion of candidates or
measures. Campaigning outside the store must not impede store operations. Specific restrictions are
spelled out in the Election Manual and SNFC guidelines on tabling/leafleting.
Ballots
The ballot packet must be written and presented to the owners in accordance with Bylaws section
10.02 to ensure a secret ballot and to provide clear information to owners regarding the matters to be
voted on and clear directions on how to submit a valid ballot. All ballot packages must contain the
information specified in Bylaws sections 10.02(e) and (f).
All votes submitted by the voting deadline will be counted unless it is unclear whether the voter is
eligible or what choices the voter has made. As such, the following policies apply to marking
ballots and counting results:

The election procedures shall ensure that an owner may only vote once, and that only votes
by eligible owners are counted.
If an owner votes for more candidates for the Board of Directors than there are seats to be
filled, her/his vote for all candidates is considered invalid.
If an owner marks more than one option (yes, no, abstain) for the same measure, her/his vote
on that particular measure is considered invalid.
An owner may request a replacement ballot for any reason before their ballot has been cast.

Posting of Results
Following any amendment to the Bylaws, a revised copy must be posted in the store and available to
owners In accordance with Bylaws section 10.02(g).
Disputes and Challenges
Tie Elections. In the event of a tie vote between candidates, the outcome will be decided by coin toss
by the Election Chair. The candidate whose last name comes earlier in the alphabet will be heads,
and the latter, tails. In the event of a tie on a ballot measure that is not an advisory survey, the ballot
measure does not pass.
Questions and disputes regarding the election process. Disputes or questions on election-related
matters will be handled as follows:

Policy Committee: Matters involving proposed ballot measures.

Board Candidate Development and Nominating Committee: Matters related to candidate

eligibility, nomination, and campaigning for certified ballot measures and/or candidates.
Election Committee: Matters related to ballot collection, counting, and reporting of results.
SNFC Board: All other disputes.
Challenges to the election results. Any active SNFC owner may file a challenge to an election
according to the election procedures. The Board will determine if the challenge has merit, and if so,
will hear evidence offered by the involved parties regarding:

Whether the election was improperly administered or unauthorized campaign practices were
committed.
Whether that improper administration or an unauthorized practice prejudiced the outcome of
the election.
If the Board determines that improper administration of the election or an unauthorized campaign
practice has prejudiced the outcome of the election, the Board may fashion a remedy that serves the
best interests of SNFC.
Election Procedures Manual
The Election Procedures Manual is a collection of materials that provides detailed information to
SNFC staff, Board committees, and owners about how elections are conducted. The materials in the
manual shall be reviewed by the Board Candidate Development and Nominating Committee, the
Election Committee Chair, and the Board Administrator following the election and updated as
necessary to ensure compliance with the Bylaws and this policy; accurately reflect how elections are
conducted; and provide adequate guidance to staff, committees, and owners.
The manual shall include, but is not limited to, the following:

A template for the election cycle schedule.

Detailed schedule of election-related activities.
Templates and/or samples of ballots and ballot packets, election-related Reporter materials,
store signage, etc.
Detailed procedures and responsibilities for conducting the election, including review of
petitions and arguments, ballot preparation and handling, validation/verification of ballots, and
tabulation and reporting of results.
Detailed procedures, requirements, and responsibilities for election-related communications to
the owners through the Co-op Reporter, website, in-store displays, and mailings.
Detailed requirements for owners related to elections, including those for submitting petitions,
measures, arguments, rebuttals, etc.
A candidate packet, which includes at a minimum:
The election schedule for the current year.
Procedures/requirements for candidates to follow in order to be nominated by any of
the methods outlined in the Bylaws.
Required forms for nomination.
Information about the requirements to serve on the Board and the Boards duties and
commitments.

Information on activities, responsibilities, and opportunities for candidates once

nominated (e.g., candidate statements, photos, meetings, campaign guidelines, etc.)
A list of resources for potential candidates who want to learn more (e.g., Bylaws,
policies, Challenges to the Cooperative Board of Directors, people to talk to, meetings,
etc.)
Charters for the Election and Board Candidate Development and Nominating Committees.
Information designed specifically for owners on how they can participate in the democratic
process at SNFC, including:
General information about how someone gets on the Board.
How to put a measure on the ballot.
How to challenge an election.
How to recall a director.
How to bring an issue or idea to the attention of the Board or Management.

SACRAMENTO NATURAL FOODS COOPERATIVE BYLAWS

ARTICLE INAME AND HEADQUARTERS
Section 1.01.
Name and Location
The name of the cooperative shall be Sacramento Natural Foods Cooperative, Inc. and the headquarters of the cooperative
shall be located in Sacramento, California.
Section 1.02.
Function and Objectives
a) The business to be carried on by the Cooperative shall be production, purchase, sale, rental, storage, and distribution of
merchandise and services for the mutual benefit of the Members.
b) Other objectives of the Cooperative shall be:
1) cooperative service for the benefit of the Members as consumers and of the consuming public.
2) promotion of the cooperative ideal and the use of natural food, and
3) conducting such other activities as will serve the economic, educational, recreational and cultural welfare of the
Members.
ARTICLE IIDEFINITIONS
Section 2.01
Member: a Member is a person who meets all the requirements of membership set forth at Article II of
these bylaws, who may or may not also own Preferred Non-voting shares.
Section 2.02.
Active/Inactive Member
An active Member is a Member who is paid up to date on his or her fair share. An inactive Member is a Member who is
not paid up to date on his or her fair share. An inactive Member has no voting privileges and does not receive a discount on
purchases.
Section 2.03 Fully-vested Member shall mean a Member who is fully paid up on a Member's Fair Share as defined in
Section 4.05"
Section 2.04.
Membership Fee
A one-time nonrefundable Membership Fee, in an amount set, from time to time, by the Board of Directors, may be
charged and collected from each prospective Member upon joining the Cooperative.
Section 2.05 Membership Share shall mean that share which confers the right to vote on a member and is initially
purchased by a prospective member as a prerequisite for membership in the cooperative and any subsequent shares required
by the board to be purchased for membership.
Section 2.06

Shareholder shall mean a Member who has also purchased Preferred Non-voting shares.

Section 2.07 Preferred Non-voting share shall mean those shares authorized and issued by the board of directors for
purchase by Members.
Section 2.08 "Board" means the Board of Directors and refers to the entire group, while "Director" and "Directors" refer
to Members of the Board of Directors.
Section 2.09.
Household
Household shall be defined as more than one person residing at the same address where food purchases are shared.
Pursuant to procedures established by the Board, any Member of the Cooperative may designate one (1) other person in the
same household as a "household shopper," eligible for the same discount privileges as the Member who designated the
household shopper. "Household shopper" status shall confer no Member voting rights, nor shall it require any additional
fair share payments. Any working Member who designates a "household shopper" must work the same number of hours as
a two Member household.

ARTICLE III__MEMBERSHIP
Section 3.01.
Membership Qualifications
Any California resident, irrespective of age, sex, race, nationality, political opinion, sexual preference, handicap, or marital
status, who meets membership requirements and is capable of using and enjoying the benefits of membership is eligible to
become a Member of the Cooperative. Such person may become a Member of the Cooperative by:
a) Complying with such uniform conditions as may be prescribed by the Board of Directors;
b) Making full payment of any non-refundable membership fee as set forth in Section 2.04; and
c) Making full payment for one (1) membership share upon joining and additional shares as required by the Board of
Directors.
Section 3.02.
Application for Membership
Any applicant eligible for and desiring admission to membership in the Cooperative shall file a written application for
admission in whatever form and containing whatever information the Board of Directors shall prescribe.
Section 3.03.
Acceptance of Applications
Applications for membership shall be reviewed by the Board of Directors or by an agent designated for that purpose by the
Board. The application shall be accepted or rejected in writing within thirty (30) days for reasons satisfactory to the Board.
If accepted, the applicant shall be admitted to membership and shall be allowed to vote and hold office. If rejected, the
applicant shall be entitled to a refund of any amounts paid for membership fees and shares.
Section 3.04.
Membership Fee
A one-time nonrefundable membership fee, in an amount set, from time to time, by the Board of Directors, may be charged
and collected from each prospective Member upon joining the Cooperative.
Section 3.05.
Membership Information
Each person, upon becoming a Member, shall receive a copy of the Articles of Incorporation and the Bylaws of the
Cooperative.
Section 3.06.
Working Membership
The Board of Directors shall provide a system and the rules whereby Members may provide their labor to the Cooperative
in return for a discount on purchases from the Cooperative by such Members or their household shoppers. Members may
participate in such system at their option.
Section 3.07.
Members with Outstanding Bad Checks
Any Member who has one or more outstanding bad checks shall receive no member or worker discounts until the account
has been cleared. After the account has been cleared, the Member may receive the discounts on presentation of cash
register receipts from the time period covered.
ARTICLE IVSHARES
Section 4.01.
Issuance of Shares
To evidence capital funds provided by Members, the Cooperative shall issue Membership Shares and Preferred Non-voting
shares. Any shares issued by the Cooperative may only be issued to and purchased by persons eligible for and admitted to
membership in the Cooperative. Only Fully Vested Members may purchase Preferred Non-voting shares. Shares shall be
issued for a price determined by the Board.
Section 4.02.
Membership Shares Ownership
Membership Share ownership entitles a Member to one (1) vote only in the affairs of the Cooperative, regardless of the
number of membership and Preferred Non-voting shares a Member owns, and to all the rights of Membership as described
by statute, the Articles of Incorporation, and these Bylaws.
Section 4.03.
Preferred Non-voting Shares Ownership: Preferred Non-voting shares are not transferable but are subject
to the redemption provisions set forth in the Articles of Incorporation. Any attempted transfer of these shares is void and
confers no rights on the attempted transferee.
Section 4.04 Transfer of Memberships
Membership rights and interests may not be transferred, except that, upon the death of a Member, another member or
member of the household of such person may succeed to rights and interests of such person, provided that the Cooperative
is advised of the transfer. Any attempted transfer contrary to this section shall be wholly void and shall confer no rights on
the intended transferee.
Section 4.05.
Fair Share Investment
a) From time to time, the Board shall set a monetary amount of investment in Membership Shares which each Member
must purchase. Such minimum investment shall be called the Member's "fair share." The Board shall also, from time to

time, set the minimum amount in dollars that each Member must invest toward his or her fair share in each fiscal year of
the Cooperative.
b) Membership Shares shall be subject to assessment for the reasonable capital needs of the Cooperative, provided that the
original purchase price plus all assessments does not exceed the fair share amount required of new Members. The
Board shall, from time to time, specify the mechanisms by which the annual investments are to be made.
c) Once a Member reaches his or her fair share amount, he or she may make further purchases of, or receive distributions
in, membership shares at his or her option, provided the Board and statute allows this action. Under no circumstances,
however, may the Board require a Member to invest in Membership Shares above the current "fair share" requirement.
Section 4.06.
Partial Share Withdrawal
A Member having Membership Shares exceeding the current "fair share" requirement may reduce his or her equity by
withdrawing property from the Cooperative up to the amount of such excess upon written request to the Board. The Board
must, within one (1) year of such request, pay the amount the Member requests in cash or other property or both. The exact
form of payment is within the discretion of the Board.
ARTICLE VTERMINATION OF MEMBERSHIP
Section 5.01.
Voluntary Withdrawal
A Member shall have the right to resign from the Cooperative and terminate his or her membership by filing a written
notice of resignation with the Secretary of the Cooperative. The resignation shall become effective without any action on
the part of the Cooperative.
Section 5.02. Death or dissolution
A membership shall immediately terminate upon the death of a Member or the dissolution of a Member that is an
organization.
Section 5.03.
Expulsion
a) A Member may be expelled from the Cooperative by resolution adopted by two-thirds (2/3) vote of all the Members of
the Board of Directors for any of the following reasons:
1) having failed to comply with the Bylaws, rules or regulations of the Cooperative;
2) having failed to patronize the Cooperative during the immediately preceding fiscal year of the Cooperative in a
minimum amount to be set by the Board;
3) being delinquent on the payment of their fair share for one calendar year or more; or
4) any other justifiable reason.
b) Expulsion shall become effective immediately unless the Board shall, in the resolution, fix another time. On expulsion
the name of the Member expelled shall be stricken from the membership register and all his or her rights shall cease
except the redemption rights associated with his or her shares provided in the Articles of Incorporation.
c) Before a Member is expelled, the Board shall give the Member at least fifteen (15) days written notice of the proposed
action and the reasons therefore. The Member shall have the opportunity to respond, orally or in writing not less than
five (5) days before the effective date of the expulsion by the Board.
Section 5.04.
Escheat Shares
a) Subject to the provisions of paragraph b) of this Section, any Proprietary Interest that would otherwise escheat to the
State of California pursuant to the provisions of Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the
California Code of Civil Procedure shall instead become the property of this corporation in accordance with Section
12446 of the California Consumer Cooperative Corporation Law.
b) No proprietary Interest shall become the property of this corporation unless the following requirements are satisfied:
1) At least 60 days prior notice of the proposed transfer of the Proprietary Interest to this corporation is given to the
affected Member by first-class or second-class mail to the last address of the Member shown on this corporation's
records, and by publication in a newspaper of general circulation in the county in which this corporation has its
principal office.
2) No Proprietary Interest shall become the property of this corporation under this Section if written notice objecting
thereto is received by this corporation from the affected Member prior to the date of the proposed transfer.
c) For purposes of the Section, a "Proprietary Interest" shall mean and include any Preferred Non-voting share,
membership, membership certificate, Membership Share (including, but not limited to, any Participating Membership
Share, Sustaining Membership Share certificate of any class representing a proprietary interest in, and issued by, the
Cooperative together with all accrued and unpaid dividends and patronage distributions relating thereto.)
ARTICLE VIGOVERNANCE OF THE COOPERATIVE
Section 6.01.
Control
The control of the Cooperative shall be vested in the Membership.

Section 6.02.
Administration
The administration of each enterprise of the Cooperative is vested in a Board of Directors responsible to the Membership.
Section 6.03.
Management
The management of each enterprise of the Cooperative shall be vested in a Consultant/Manager selected by and responsible
to the Board of Directors.
Section 6.04.
Right of Appeal
a) Any employee or representative of an employee shall have the right to present a grievance directly to the Board of
Directors.
b) Any Member or representative of a Member shall have the right to present any grievance or concern to the Board of
Directors.
ARTICLE VIIMEMBERSHIP MEETINGS
Section 7.01.
General
Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting's date, time,
and place shall be posted in the Cooperative Store and mailed to the Members at least twenty (20) days but not more than
ninety (90) days prior to the date of the meeting. This Section shall apply to all quarterly and special meetings. No fee
shall be charged for attendance at any membership meeting.
Section 7.02.
Quarterly Meetings
a) There shall be four (4) membership meetings per year held on a quarterly basis. The time and date of the quarterly
meetings shall be set by the Board of Directors.
b) One of the quarterly membership meetings shall be a nominating meeting for candidates to the Board of Directors.
Section 7.03.
Special Meetings
a) Special meetings of Members for any lawful purpose may be called by the Board or the President, and shall be called by
the Board upon written request to the Board by at least five percent (5%) of the Members.
b) Any special meeting called by the written request of the Members pursuant to Subsection a) shall be held not less than
thirty-five (35) days and not more than ninety (90) days after the Board receives the request.
Section 7.04.
Chairperson
Membership meetings shall be chaired by the President of the Board of Directors or his or her designated substitute.
Section 7.05.
Quorum
a) At any membership meeting, the presence, in person, of two percent (2%) of all Members having voting rights or one
hundred (100) Members, whichever is less, constitutes a quorum for the transaction of business. If a quorum is present,
motions shall be passed by a majority vote of those present and voting on the matter, unless the vote of a greater number
is required by statute, the Articles of Incorporation, or the Bylaws. There shall be no voting by proxy.
b) Quorum requirements and number of votes required to conduct an election or approve a mailed ballot measure shall be
the same as those required at a membership meeting.
c) The Members present at any meeting at which a quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Members to leave less than a quorum. If any action is taken, other than
adjournment, it must be approved by at least a majority of the quorum.
Section 7.06.
Functions of Quarterly Meetings
The functions of the meetings shall be primarily to:
a) nominate candidates for the Board of Directors
b) request referendums and initiatives
c) discuss policies and problems of administration and management
d) make recommendations to the Board of Directors
e) provide educational information on matters of interest to Members
f) introduce the Board of directors
g) endorse the annual financial report.
ARTICLE VIIIDIRECTORS AND OTHER OFFICERS
Section 8.01.
Composition of the Board
a) The Board of Directors shall be composed of seven (7) persons.
b) Each Director shall be an active Member of the Cooperative for at least six months prior to the date of his/her election
and shall continue to be an active Member for the entire term of office.

c) Two or more Members who share the same household or who are members of the same immediate family may not serve
on the Board simultaneously.
d) No Director shall be elected for more than three (3) consecutive terms.
e) No more than one (1) employee may serve on the Board at any one time.
f) The Manager/Consultant may not be a Member of the Board.
Section 8.02.
Vacancies on the Board
In the event of a vacancy on the Board, the remaining Directors shall appoint a qualified Member of the Cooperative to fill
the vacant position. However, if such vacancy occurs due to a recall by the Membership as provided in Section 10.04 a),
the succeeding Director must be elected by the Membership in accordance with the election code procedures. An appointed
Director, or a director elected to fill a vacancy caused by a recall, shall serve the remainder of the term of the Director he or
she is replacing.
Section 8.03.
Meetings
a) The Board of Directors shall have regular monthly meetings on a date and at a place of their choosing. All meetings,
except for executive sessions, shall be open to the Members. All meetings shall be announced at least seven (7) days
prior to the meeting by newsletter and/or an announcement on the Cooperative bulletin board.
b) A majority of the number of Directors authorized in the Bylaws constitutes a quorum of the Board for the transaction of
business.
c) Meetings of the Board may be called by the President or the Vice-President or by any two (2) Directors.
d) The majority vote of those Board Members present and voting shall be required for official action provided there is a
quorum. Abstention votes shall not be counted in determining the passage or failure of any measure on which a vote is
taken.
e) All meetings of the Board of Directors shall be conducted according to "Robert's Rules of Order" unless provided
otherwise by a majority of the Board of Directors.
f) A quorum is necessary to call a meeting of the Board to order. In the event that during the course of a duly called
meeting less than a quorum is present, an action taken by a majority of the required quorum is an act of the Board,
unless a greater number is required by statue or the Bylaws.
g) Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board
shall individually or collectively consent in writing to such action. Such written consent(s) shall be filed with the
minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a
unanimous vote of such Directors.
h) The Board may meet in executive session to discuss personnel matters, real estate issues, and legal matters. With the
unanimous consent of all the Board Members, the Board may meet in executive session to discuss other matters
provided the topics are announced to the Membership and posted with the meeting announcement.
Section 8.04.
Vacancies and Removals
a) The Board may declare vacant the office of a Director whose eligibility for election as a Director has ceased, or who has
been declared of unsound mind by a final order of court, or convicted of a felony, or who has failed to attend three (3)
regular or special meetings in any six (6) month period. A Director whose seat will become subject to the above
described action through his or her absence from a subsequent meeting shall be notified by the Secretary after missing
two (2) meetings (Corporations Code 7221).
b) Any and all Directors may be removed without cause if such removal is approved by the Members in accordance with
Section 10.04 c).
c) Except as provided in this Bylaws Section or by court order, a Director may not be removed prior to the expiration of
such Director's term of Office.
Section 8.05.
Officers
a) Within two regular Board meetings after installing the newly-elected Directors, the Directors shall elect, as Officers of
the Cooperative, a President and one or more Vice-Presidents from among the Directors; the Directors shall further elect
a Secretary and a Treasurer who may, but need not be, a Member of the Board. The same person may be elected both
Secretary and Treasurer.
b) Responsibilities of the Officers shall be those set forth in the Policy Manual of the Board.
Section 8.06.
Board Policy
The Board shall develop and state in writing those policies necessary to carry out the duties of the Board and the functions
of the Cooperative. A copy of these policies shall be available to the Membership on request. The statements shall include
policies on election procedures, personnel, duties of Officers and Directors, and any other matters deemed necessary by the
Board.

ARTICLE IXNOMINATIONS AND ELECTIONS

Section 9.01.
Length and Limitation of Term
a) Pursuant to Section 8.01 d), no Member shall be elected as a Director for more than three (3) consecutive terms.
b) A full term shall be three (3) years.
c) Directors shall be elected by a schedule established pursuant to Section 9.05.
Section 9.02.
Nomination Procedures
A prospective candidate for a seat on the Board of Directors shall secure the nomination by one of the following methods:
a) Selection by the nominating committee.
b) Nomination and second by any two Members at the membership meeting preceding the election.
c) Petition signed by fifty (50) Members or ten percent (10%) of the membership, whichever is less. This petition must be
received by the nominating committee at least three (3) weeks before the start of the balloting.
Section 9.03.
Election and Nominating Committees
a) The election committee shall be appointed by the Board of Directors to administer elections. The election committee
shall be composed of no fewer than three (3) Members. At the request of the Committee, the Board may appoint
additional members if necessary.
b) The nominating committee shall be appointed by the Board of Directors to recruit a slate of candidates for the Board of
Directors and to aid in recruitment of Members to serve on committees. The nominating committee shall be composed
of no less than two (2) and no more than five (5) Members.
Section 9.04.
Mailed Ballots
Ballots for the purpose of electing Members of the Board of Directors shall be mailed to the Members.
Section9.05.
Schedule of Board Elections
a) Two (2) Directors will be elected each year for full terms. In years that are evenly divisible by three (3), one (1)
additional Director will be elected for a full term.
b) Installation of the new Board of Directors shall occur at the first Board meeting of the fiscal year and Board members
will be introduced to the membership at the first membership meeting following the election.
ARTICLE XMAILED BALLOTS
Section 10.01. Uses of Mailed Ballots
Mailed Ballots shall be used for votes on the following:
a) Board of Director elections
b) Board of Director recall elections
c) Bylaws amendments
d) Referenda and initiatives
e) Advisory surveys
Section 10.02. Election Code
Voting by mailed ballot shall be conducted in accordance with the Election Code. The Election Code shall be established
by the Board of Directors and shall be in compliance with the following guidelines:
a) It is in accordance with the Bylaws and Articles of Incorporation.
b) It provides for a secret ballot.
c) It is even handed in its rules in respect to all candidates and subjects.
d) It forbids the use of money of the Cooperative for campaigning beyond the distribution of candidates' statements and
pro and con analyses.
e) It mandates that the ballot shall set forth the proposed action, provides opportunity to specify approval, disapproval, or
abstention. The ballot package must specify the time by which the ballot must be received in order to be counted.
f) All ballot packages shall indicate the number of responses needed to meet the quorum requirement and, for ballots other
than the election of Directors or for advisory surveys, shall state the percentage necessary to pass the measure submitted.
g) Upon adoption of any amendment to the Bylaws, or any other matter by a mailed ballot, a revised copy of such shall be
conspicuously posted at the Cooperative, not later than seven (7) days thereafter, and copies shall be made available
upon request.
h) All mailed ballots under this Article may be sent to the Members and returned from the Members in a single envelope.
No proxies are allowed.

Section 10.03. Board Elections

a) The Directors elected for full terms shall be those nominees receiving the highest number of votes, consistent with the
number of full term Directors to be elected.
Section 10.04. Recall of Directors
a) A recall election for a board Member can be initiated by any other active Member with a petition signed by 20 percent
of the active Members. A recall election shall be scheduled by the Board to be completed within 40 days of the receipt
of the request in the store. The schedule shall be posted in the store. The recall election shall be held in accordance with
the provisions outlined in the Election Code.
b) A Director shall be recalled if a two-thirds (2/3) majority of those voting endorse the action.
c) A Director may be removed without cause by a vote of a majority of the total Membership of the Cooperative at a duly
called meeting as provided under Section 1200 et.seq. of the California Corporations Code, or as hereafter amended.
Section 10.05. Bylaws Amendments
a) Amendments to these Bylaws may be proposed by :
1) A two-thirds (2/3) vote of the Board of Directors.
2) A petition signed by fifty (50) Members or five percent (5%) of the Membership, whichever is greater.
b) Proposed Bylaws changes shall be submitted to a committee assigned by the Board. This committee shall:
1) Check the proposed amendment for legality, for conflict with other Sections of the Bylaws, and for proper language.
2) Notify the Membership, in writing, of the proposed amendment.
3) Hold a publicized meeting to discuss the proposed amendment.
c) Amendments to these Bylaws shall be adopted by a two thirds (2/3) majority of those voting as prescribed in the
Election Code.
Section 10.06. Referendums and Initiatives
a) Any official act, either proposed or taken, at a membership meeting or a Board of Directors meeting, shall be submitted
to a referendum or initiative of the Membership under the procedures outlined in the Election Code in any of the
following situations:
1) A petition stating the action requested, signed by at least that number of Members which constitutes a quorum for the
transaction of business as set forth in Section 7.05.a is received by the secretary of the Board.
2) The majority of the Members present and voting at a duly called regular or special Membership meeting deem it
necessary.
3) The Board so directs.
b) The results of any referendum and/or initiative shall be binding on the Board and the Membership.
Section 10.07. Advisory Survey
In the event it shall be deemed advisable for any reason, the Board of Directors, or the Board of Directors when directed to
do so by a motion approved at a membership meeting, shall conduct a non-binding advisory survey of the Membership by
mail on a specific issue or issues. The procedures for conducting such balloting shall be as described in the Election Code.
ARTICLE XIFINANCES
Section 11.01. Fiscal Year
The fiscal year of the Cooperative shall begin on October 1 and end on September 30 of the following year.
Section 11.02. Mortgage Loans
a) The Board shall not obtain any loan secured by a mortgage unless approved by the Members by either of the following
means:
1) By the vote of a membership meeting with at least one (1) week previous notice of the proposed plan.
2) By a mailed ballot.
b) "Mortgage" shall be defined as a pledge of property to a creditor as security against debt.
Section 11.03. Other Loans
a) Except for loans described in Section 11.02 the Board shall not obtain any loans that in aggregate exceed the net worth
of the Cooperative unless authorized by either of the following means:
1) By the vote of a membership meeting with at least one (1) week previous notice of the proposed plan.
2) By a mailed ballot.
b) The Board may seek loans from Members and other qualified lenders when insufficient capital is available.
Section 11.04. Bonding of Officers and Employees
a) A bond shall be required of the General Manager and Treasurer.

b) A bond may be required of other Officers and employees as the Board may direct.
Section 11.05. Annual Audit
An annual audit or financial review of accounts shall be made by an auditor selected by the Board of Directors. The audit or
financial review shall be presented to the board no later than the 2nd qtr of the subsequent fiscal year and available to the
members on request. A summary of the annual audit or financial review shall be mailed to the members no later than the
beginning of the 3rd quarter of the subsequent fiscal year.
Section 11.06. Indemnification
To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees and other persons
described in Section 12377 (a) of the California Consumer Cooperative Corporation Law, including persons formerly
occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonable
incurred by them in connection with any "proceeding," as that term is used in said Section 12377 (a), and including any
action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section.
"Expenses" shall have the same meaning as in said Section.
ARTICLE XIIPATRONAGE REFUNDS
Section 21.01. Allocations to Members
The Cooperative shall allocate and distribute to its Members its adjusted net savings from business done with them in the
manner set forth in this Article. Any allocations of such a nominal amount as not to justify the expenses of distribution
may, as determined by the Board, be excluded from distribution provided that they are not then or later distributed to other
Members. Members shall retain the right to waive in whole or in part, by action at a meeting of Members, any patronage
refunds to which they may be entitled.
Section 12.02. Adjusted Net Savings
In determining amounts distributable to Members, the net savings of the Cooperative derived from the excess or deficit of
revenues over costs and expenses shall first be determined in accordance with generally accepted accounting principles.
Such net savings shall then be reduced by amounts not attributable to business done with Members, by other amounts
which are not allowable under federal tax laws and by such reasonable reserves for necessary business purposes as may be
determined by the Board. Net savings as so adjusted shall be allocated in proportion to the patronage of Members and
distributed among Members in such manner and at such time as to constitute patronage dividends within the meaning of
federal income tax law.
Section 12.03. Distribution
A percentage of each allocation as determined by the Board, which shall not be less than 20 percent, shall be
distributed in cash to all recipient Members. The remaining percentage of each allocation shall be credited to recipient
Member's share purchase requirement to the extent that such requirement is not fully paid, and any excess shall be
distributed in cash to Members whose share purchase requirement is fully paid.
Section 12.04. Consent of Members
Each person who becomes a Member of this Cooperative consents to include in his or her gross income for federal income
tax the amount of any patronage refund paid him or her by the Cooperative in money or by written notice of allocation (as
defined in the Internal Revenue Code), except to the extent that such a patronage refund is not income to the Member
because:
a) it is attributable to the purchases of personal, living or family items, or
b) it should properly be treated as an adjustment to the tax basis of property previously purchased.
ARTICLE XIIICOMMITTEES
Section 13.01. Board Committees
The Board of Directors has the authority to appoint standing committees to deal with the management and operation of the
Cooperative.
Section 13.02. Mandated Committees
The following committees shall be established by the Board and Members appointed annually to function as needed:
a) the election committee (pursuant to Section 9.03 a)
b) the nominating committee (pursuant to Section 9.03 b)
c) a committee assigned the function of Member and non-member education
d) a committee assigned the responsibility for consideration of Bylaws changes and development of Board policy.
Section 13.03. Recruitment of Committee Members
The nominating committee shall aid in the recruitment of committee Members, subject to Board approval.

Section 13.04. Member Committees

Any duly called membership meeting, may by the majority vote of those present and voting, appoint a committee to report
back at a subsequent meeting.
EXPLANATION OF PATRONAGE REFUND CONSENT PROVISION
The Internal Revenue Code generally requires each person receiving a patronage refund to include the amount of such
distribution in his or her gross income in the taxable year in which it is received. Under bylaw section 12.04, mere
acceptance or retention of membership in the Cooperative constitutes consent to such inclusion in taxable income,
including the portion of the patronage refund that is credited to the share purchase requirement.
This general rule for inclusion in income of patronage refunds is subject to an exception that is applicable to consumer
cooperatives. Under that exception (referred to in bylaw section 12.04(a)), a patronage refund is not required to be included
in gross income if the member's purchases from the Cooperative related to "personal, living or family items."
This exception would apply to all consumer members whose purchases from the Cooperative were for personal or
household use. The other exception (referred to in bylaw section 12.04(b)) applies only to depreciable property purchased
from the Cooperative for use in a trade or business or in other income-producing activities. The patronage refund would
therefore be taxable to a member only if the member's purchases from the Cooperative related to the operation of a trade or
business or other income-producing activities, and only to the extent that such purchases were not of depreciable property.
SNFC ARTICLES OF INCORPORATION
We, the undersigned residents of the State of California, have voluntarily associated ourselves together for the purpose of
forming a cooperative corporation under and by virtue of the laws of the State of California and particularly under the
provisions of Title I, Division III, Part II of the Corporations Code and do hereby certify to the following:
I.

The name of this corporation shall be Sacramento Natural Foods Cooperative, Inc.

II.

This corporation is formed for the purpose of:

(a) Conducting lawful business in accordance with the principles of consumer cooperation for the mutual benefit of the
corporation's members through production, purchase, sales, storing, and distribution of merchandise or services,
primarily sales of foodstuffs to the membership.
(b) Conducting such other activities as will serve the economic, educational, recreational, and cultural welfare of the
members of the corporation.

III. This corporation is authorized to issue four classes of shares to be designated, respectively, (a) Class A Membership
Shares, (b) Class B Preferred Non- voting shares, (c) Class C Preferred Non-voting shares, and (d) Class D Preferred
Non-voting shares. The total number of shares that this corporation is authorized to issue is 4,000,000. The total
number of Class A membership shares authorized to be issued is 1,000,000 (the Membership Shares). The total
number of Class B Preferred Non-voting shares authorized to be issued is 1,000,000 (the Class B Preferred Shares).
The total number of Class C Preferred Non-voting shares authorized to be issued is 1,000,000 (the Class C Preferred
Shares). The total number of Class D Preferred Non-voting shares authorized to be issued is 1,000,000 (the Class D
Preferred Shares). All shares of this corporation shall be without par value.
IV. The rights, preferences, privileges and restrictions granted to and imposed on the Membership Shares are as set forth
below in this Article IV.
(a) Membership Shares are not entitled to a dividend or other monetary return on investment.
(b) Membership Shares are redeemable at the option of the holder only upon termination of the holders membership.
In the event the holder elects to redeem all or any portion of its Membership Shares upon termination of its
membership, this corporation shall redeem such Membership Shares, provided that it may lawfully do so, by paying
in cash therefore a sum equal to the paid up value of such Membership Shares at the time of termination, within one
year after termination occurs. Any redemption payments to be made by this corporation may be offset against any
and all indebtedness of the recipient to this corporation.
(c) Each holder of a Membership Share shall have the right to one vote only, regardless of the number of Membership
Shares such holder holds, and shall be entitled to notice of any membership meeting in accordance with the Bylaws
of this corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by the
Bylaws and by law.
V.

The amount of capital with which this Association will begin business is four hundred and fifty dollars ($450.00).

VI. The principal office for the transaction of the business of the corporation is in Sacramento County in the State of
California.
VII. The number of Directors of this corporation shall be seven (7).
VIII. The names and post office addresses of the persons who shall serve as directors until the first annual meeting of the
members are:

Alexia Vogel, 2010 Capitol Avenue, Sacramento, CA

Bill Mueller, 2021 N Street, Sacramento, CA
Leo Younger, 1520 23rd Street, #8, Sacramento, CA
Bob Lupei, 3915 43rd Street, Sacramento, CA
Stan Muther, 1708 South Avenue, Sacramento, CA
Burton Shanoff, 2522 17th Street, Sacramento, CA
Michael Savino, 6050 Land Park Drive, Sacramento, CA
IX. Each subscriber to this certificate agrees to take one membership share and the names and addresses of the subscribers
are the same as above.
IN WITNESS WHEREOF, the undersigned, being the directors of Sacramento Natural Foods, the unincorporated
cooperative association which is being incorporated, have signed these Articles of Incorporation on this 25th day of
September, 1973.

Charter

Board Candidate Development and Nominating Committee

Type
Standing

Accountability
As with any committee, the Board Candidate Development and Nominating Committee serves at the request
and under the direction of the SNFC board. The committee has no independent authority to direct the general
manager or any co-op staff, or to commit any of the Co-ops resources.

Purpose
Provide support to the board on perpetuating a strong, stable, and well-informed board of directors by recruiting
and educating candidates for the board and assisting in recruitment for board committees. The establishment of
a nominating committee is mandated by section 13.02 of the SNFC Bylaws.

Specific Duties
A. Establish and maintain a recruiting plan to develop and attract strong candidates for the Board and its
committees.
B. Establish and maintain a nominations procedure that ensures fair consideration of candidate skills and
background, and is open to all qualified members.
C. Nominate a slate of qualified candidates for the annual election of Board Directors (per SNFC Bylaws
section 9.03b.).
D. Recommend candidates for appointment to Board vacancies.
E. Establish and maintain a candidate education program.
F. Coordinate and conduct communications with candidates and potential candidates.
G. Assist in recruiting members to serve on board committees (see SNFC Bylaws section 9.03b.).

Chair
As appointed by the SNFC Board of Directors.

Committee Make-Up
At least two and no more than five current SNFC member-owners (see SNFC Bylaws section 9.03b). Up to two
members can be Board members who are not running in the upcoming election. All members shall be appointed
to the committee by the SNFC board in November or as needed to fill vacancies. The Board administrator shall
serve as a non-voting staff member on the committee.

Meetings
The committee will meet as often as deemed necessary for its functions, generally expected to be monthly. A
yearly committee activity and meeting schedule will be included with the yearly board calendar.

Budget
Included with the budget established for the Board of Directors.

Approved May 2011

Charter
Election Committee
Type
As needed annually and for special elections, appointed by the Board according to the Election Policy.

Accountability
The Election Committee serves under the general direction of the Policy Committee. The committee has no
independent authority to direct the general manager or any co-op staff or to commit any of the Co-ops
resources. Each committee member is authorized to carry out the provisions and purposes of the Election Policy
unless otherwise specified therein. Committee members failing to adhere to the policy may be removed.

Purpose
The committees responsibility is the impartial administration of all SNFC elections in accordance with the
Bylaws and the Election Code. Such elections include regular and special elections of Board members, as well
as balloting pursuant to any proposed measures or advisory surveys. This committee is mandated by the
Bylaws.

Specific Duties
The duty of the election committee is to conduct the annual election or any special election in a fair, impartial,
timely, and honest manner. The committee shall follow the detailed duties and timeline of the Election Code.

Chair
Appointed by the Board of Directors. No chair shall serve for more than 3 consecutive years

Committee Make-Up
At least 3 members who are neither Board members, Board candidates, employees, nor household shoppers
associated with any of these, unless such restrictions threaten the timely conduct of any election. Because of
the complex duties of the Election Committee, as well as its interim nature, SNFC staff has a significant role in
conducting the business of the Election Committee. Therefore the Board administrator shall serve as a
nonvoting member on the committee to provide continuity, administrative support, and expertise in election
administration and the Election Code.

Meetings
The committee will meet as often as deemed necessary for its functions.

Budget
Included with the budget established for the Board of Directors.

Approved January 2008

Board Candidate Packet

March 2011

Table of Contents
Item

Page

Welcome Letter from the Board Candidate Development

and Nominating Committee

SNFC General Election Schedule for 2011

Board Member Job Description & Preparation

Candidate Application Instructions and Campaign Rules

Candidate Statement of Interest and Qualifications form

Declaration of Candidacy and Code of Conduct form

11

Roster of Current Board Members and Management Staff

13

SNFC Annual Report for 2009-10

15

Election Policy and Procedure Manual

Sacramento Natural Foods Cooperative

Sacramento Natural Foods Co-op

1900 Alhambra Boulevard
Sacramento, CA 95816
March 1, 2011
Thank you for your interest in running for the SNFC Board of Directors!
Serving on the Co-ops Board of Directors is the most responsible position that a member-owner can
assume. Board members are legally and fiscally responsible for our Co-op and for setting the policies that
will keep our 37-year-old cooperatively-owned business prospering.
The purpose of the Co-op is to be a trusted source of natural foods and products, and a reliable
resource for consumer information. Our vision is to provide the benefits of natural foods and products,
economic cooperation, and sustainable practices to as many people as possible in the communities we
serve.
With annual sales of 25 million dollars, 170 knowledgeable employees and a community exceeding
11,000 owners, the Co-op is achieving its vision. We are a thriving organization and a force for
sustainable and organic agriculture in the Sacramento region. Community programs sponsored by our
Co-op include the Soil Born Farms Urban Agriculture and Education Project, One Farm at a Time
Partnering to Preserve Small Farms, the Food Share Program to help feed Sacramentos hungry, the
Community Discount Program for low-income Co-op shoppers, the Make Every Day Earth Day
Donation Program that supports 5 local environmental groups, the eScrip fundraising program that lets
shoppers support community schools and youth groups, the NON-GMO Project and many other local
projects.
Through membership in the National Co-op Grocers Association, our Co-op works with more than one
hundred other co-ops throughout the US to optimize resources, strengthen purchasing power, and offer
more value to Co-op owners and shoppers.
Are you ready to get involved? There are two openings on the Board this year. This information packet
provides an overview of what youll need to know as a candidate, as well as the expectations and
requirements of serving on the Board of Directors. We encourage you to review this material carefully as
you decide whether serving on the Board is a challenge you are willing to undertake. Please also note
the deadlines for the submission of materials.
Again, thank you for your interest in serving your fellow Co-op member-owners through the Board of
Directors. If you have questions about the Co-op election process, please contact any of the Board
Candidate Development and Nominating Committee members. We look forward to working with you.
Sincerely,
The Board Candidate Development and Nominating Committee
Robert Duncan, Co-Chair rhdbod@aol.com
Georgianna Pfost, Co-Chair sccfcommittee@yahoo.com
Barbara Mendenhall barbara.mendenhall@comcast.net

Election Policy and Procedure Manual

Sacramento Natural Foods Cooperative

SNFC General Election Schedule for 2011

Owners interested in running for the Board of Directors or in submitting measures and arguments (pro and con), or any
other election-related activities should consult the Bylaws, Board of Directors Policies, and Election Manual. These
documents are available on the website at www.sacfoodcoop.com, or from Delfina Vargas, Board Administrator, at
board-admin@sacfoodcoop.com. (Highlighted dates are deadlines for candidates.)
Mar. 3

Potential candidates must be current in their fair share investment on this date in order to run

Apr. 14
May 3
May 14

May 21

June 7

July 2
July 9

July 16

July 23
Aug. 2

Aug. 20

Sept. 3
Sept. 8
Sept. 10

Sept. 17
Oct. 4

for a seat on the SNFC Board.

Interested in Running for the Board? forum, 7 - 8 p.m. in the Learning Center
Last regular meeting for Board to propose a ballot measure.
Last day for owners to submit petition signatures to submit a ballot measure.
Last day to hold a special membership meeting (quorum of 100 members required) to submit a
ballot measure (notice must be mailed to owners 20-90 days prior).
Candidate Statement of Interest form is due for those interested in being nominated by the
Board Candidate Development and Nominating Committee. Prior to June 7 the Committee will
interview all those who return forms.
Board must certify all measures for the ballot.
Quarterly Owner Meeting Candidates nominated by Board Candidate Development and
Nominating Committee are introduced. Nominations may also be taken from the floor if there is
a quorum.
Election cycle begins.
Ballot measures are posted.
Petitions to run are due for candidates not previously nominated by the Board Candidate
Development and Nominating Committee.
Declaration of Candidacy and Code of Conduct form due from all candidates.
Candidate statements and photos are due for inclusion in the ballot packet and posting in the
store and on the website.
Arguments (pro and con) on ballot measures are due for inclusion in the ballot packet and
posting in the store and on the website.
Rebuttals on measure arguments are due.
Meet The Candidates Night - Quarterly Owner Meeting following the Board Meeting (discussion
of ballot measures included).
Owners must be current in their fair share investment to vote in the 2011 Election.
Deadline for ballot packets mailed first-class (August 13 if bulk mail) to owners who were
current in fair share investment on August 2 and replacement packets available in the store.
Last day to vote. Election cycle ends.
Last day to accept mailed ballots postmarked by Sept. 3.
Ballots must be counted and results verified.
Election results are reported to the Board President, Co-op Reporter and posted in store and
on website ASAP.
Last day to file a challenge to the election.
Election Committee reports election results at Board meeting. New directors are inducted.

Election Policy and Procedure Manual

Sacramento Natural Foods Cooperative

Sacramento Natural Foods Co-op

Board Member Job Description & Preparation
JOB DESCRIPTION
ELIGIBILITY:

To be eligible to serve on the Board, you must be an active owner of the SNFC for 6 months
before Election Day. Active owner means that you are current on your payments toward your
$300 fair share ownership. Household shoppers are not eligible to serve on the Board.
Only one SNFC staff member may serve on the Board at any given time.
You cannot be a family or household member of a sitting SNFC Board member.

Reference: SNFC Bylaws Section 8.01.

GENERAL RESPONSIBILITIES:

The Board of Directors as a whole, and each individual director, is responsible for conducting
the affairs of the SNFC in a manner that safeguards the interests of the ownership.
Each director has a fiduciary responsibility to the ownership to act in an informed and prudent
manner, and may be held personally liable if she/he does not do so.
Each director is required to be honest, loyal, and prudent, and can be sued for any dishonesty,
disloyalty, or negligence.
Each director has a duty to:
o Represent the ownership at large and to act in the ownerships best interests (not just
those of one faction).
o Direct the affairs of the organization to move toward achievement of objectives
established by SNFCs Bylaws and Strategic Plan.

References: SNFC Bylaws Section 8; SNFC Board of Directors Policies Section C.

SPECIFIC RESPONSIBILITIES OF THE BOARD AS A WHOLE:

Establish objectives and policies, approve goals and performance standards, annually review
achievement of objectives and goals, and provide for sound planning.
Hire and supervise the General Manager.
Approve capital and operating budgets, oversee fiduciary matters to safeguard the long-term
viability of the Co-op, and safeguard assets.
Maintain communication with member-owners. Continually work to further develop
communications skills.

References: SNFC Board of Directors Policies Section C.

SPECIFIC RESPONSIBILTITIES OF INDIVIDUAL DIRECTORS:

Prepare for and attend all Board and Owner meetings.

Attend Board training sessions.
Serve on at least one Board committee.
Become familiar with the Co-ops Bylaws, strategic plan, policies, and financial statements.
Cultivate a respect for other Board members to insure the best functioning of the Board.

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Sacramento Natural Foods Cooperative

References: SNFC Board of Directors Policies Section C.

TERMS:
The SNFC is led by a 7-member Board of Directors who are elected from among their fellow owners to
serve three-year terms. Owners may serve up to three consecutive three-year terms on the Board.
Each year, two or three seats are up for election.
References: SNFC Bylaws Section 8.01.

ETHICS:

Do maintain confidentiality.
Do avoid conflicts of interest.
Dont intervene directly in the workings of the store. If there is an operational issue, bring it to
the General Manager or the Board.
Dont undermine the authority of the Board as a whole by taking actions counter to those
approved by the Board.
Dont use Board member status to gain special privileges.

References: SNFC Board of Directors Policies Section C.5.

TIME COMMITMENT:
The typical annual time commitment for Board directors includes 54 132 hours for the regular planned
meetings, as follows. Additional time may be required for special projects and other major Co-op
decision-making initiatives.
Board Meetings: The Board normally meets the 1st Tuesday of each month at 6:00 p.m. in the
Community Learning Center. Meetings generally last 1-2 hours. Directors receive the meeting
packet a few days ahead of time and are expected to review it and be prepared with questions
or comments. While it is acceptable to miss an occasional meeting, most directors miss no more
than one a year, and can be dismissed for missing more than 3 in a 6-month period. (Total
monthly time commitment: 2-4 hours or more.)
Committee Meetings: Each director serves on at least one Board committee. Most of the
committees meet monthly for 1.5 2 hours, with additional time required to research issues and
prepare materials for Board meetings or other purposes.
(Total monthly time commitment: 1-4 hours or more.)
Board Retreats, Training, and Special Meetings: The Board meets up to 4-5 times per year
for planning, training and information-gathering. Usually one meeting is all day and the rest are
half days or evenings.
(Approximate annual time commitment: 10-20 hours.)
In addition, Board directors may have the opportunity to attend annual conferences such as
Eco-Farm or the Consumer Cooperative Management Association (CCMA).
Quarterly Membership Meetings: Board members are expected to attend the four owner
meetings held each year usually immediately following board meetings. The agenda typically
includes a short business meeting and an educational or social event.
(Total annual time commitment: 8-16 hours.)
References: SNFC Bylaws Sections 7 and 8.03; SNFC Board of Directors Policies Section C.

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Sacramento Natural Foods Cooperative

COMPENSATION:
In recognition of the unique legal, fiscal, and planning responsibilities assumed by owners who serve on
the Board of Directors, SNFC pays a stipend on a quarterly basis to each director. The Board president
receives $500 per quarter, the vice president and secretary each receive $400, and the other directors
each receive $300. In addition, Board directors receive the owner-worker discount while they are on the
Board.
Reference: SNFC Board of Directors Policies Section C.8.

HELPFUL KNOWLEDGE, EXPERIENCE AND SKILLS FOR BOARD CANDIDATES:

The basic Co-op Principles, and the purpose, goals, and bylaws of the SNFC
The policies and general workings of the SNFC
Knowledge of cooperative philosophy and movement
Understanding of natural foods and the grocery industry
Board-level policy development and decision-making experience
Previous experience on a board of directors, such as a community organization or business
Leadership, facilitation and meeting management skills
Executive personnel management skills (the Board of Directors hires and supervises the
General Manager of the cooperative)
Understanding of and experience with business financial statements, budgets and profitability
assessments
Understanding of the Board of Directors role and responsibilities within the leadership and
governance structure of the cooperative
Understanding of the roles and responsibilities of an individual Board member
Ability to listen and to communicate well
Integrity, flexibility and common sense
Ability to tolerate diverse viewpoints without taking personal offense
Willingness and ability to give a substantial amount of time to the job of director

PREPARATION
To prepare yourself as a candidate for the Board of Directors and to be nominated by the Board
Candidate Development and Nominating Committee, you will want to take advantage of the following
opportunities.

REQUIRED READING:

Cooperative Principles (on the website under the Ownership Co-op Difference tabs)
SNFCs official documents:
By-laws (available in the Owner Binder at the Customer Service Desk or on the SNFC
website under the Board of Directors Section)
Strategic Plan (i.e., SNFC Purpose, Values, Goals) (on the website under the About Us
tab)
Current Policies (available in the Owner Binder at the Customer Service Desk or on the
SNFC website under the Board of Directors Section)
Recent SNFC annual report (available in the Board Candidate Packet or at the
Customer Service Desk or from the Board Administrator)

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Sacramento Natural Foods Cooperative

REQUIRED EVENTS:

Attend at least one meeting of the Board of Directors, and preferably several, to get a feel for
the process and current issues. The Board normally meets at 6 p.m. the 1st Tuesday of every
month in the Community Learning Center at 1914 Alhambra Blvd., adjacent to the store.
Meetings last approximately 1-2 hours. The meeting agenda and packet are generally available
for viewing at the Customer Service Desk or on the websites Board of Directors Section a few
days before the meeting, or contact the Board Administrator for a copy.
Attend a Get to Know Us Orientation about the SNFC held twice each quarter. (Check the
schedule and register at the Customer Service Desk or on the website under the Community
Events Calendar tabs.)

RECOMMENDED READING:

Minutes of the monthly Board of Directors meetings (available in the Owner Binder at the
Customer Service Desk or on the website under the Board of Directors Section.)
The Co-op Reporter, SNFCs quarterly newsletter, available in the store and on the website, and
the additional Board Perspectives on the websites Board of Directors Section.
Article on policy governance on page 5 of the Winter 2011 Co-op Reporter.
Book What Happened to the Berkeley Co-op? published by The Center for Cooperatives,
1992, and available at http://www.cooperatives.ucdavis.edu/reports/berkeley.pdf
Background information on food co-ops and their governance and activities at such sites as
www.ncba.coop, www.cdsus.coop, www.cooperativegrocer.coop and www.community.coop.

RECOMMENDED EVENTS:

Attend one of the Interested in Running for the Board? forums hosted by the Board Candidate
Development and Nominating Committee. (Watch the website and newsletter for dates and
times.)
Attend the June Quarterly Owner Meeting (usually following the June Board meeting).
Candidates nominated by the Board Candidate Development and Nominating Committee will be
introduced, and, if there is a quorum (i.e., at least 100 current owners), additional board
candidate nominations may be taken from the floor.
Attend "Meet the Candidates Night" at the August Quarterly Owner Meeting following the
monthly Board meeting at the Community Learning Center.

RECOMMENDED ACTIVITIES:

Participate in the SNFC Owner Worker Program. Sign up for the Owner Worker Orientation at
the Customer Service desk or via the website under the Community Events Calendar tabs.
Join a committee of the Board of Directors. Contact committee chairs (see roster in the Board
Candidate packet or on the websites Board of Directors section) for more information.
Participate in an owner drive or other outreach event. Contact the Education Department at 4552667 ext. 147.
Talk to Board members, management, staff, owners, and shoppers. Sign up at the Customer
Service Desk to campaign in front of the store.

CONTACTS:
For SNFC business information and related materials, contact the Board Administrator at
(916) 736-2010 or board-admin@sacfoodcoop.com. For questions about the board candidate
nomination process, contact a member of the current Board Candidate Development and Nominating

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Sacramento Natural Foods Cooperative

Committee (see listing in the Board Candidate packet or on the website under the Board of Directors
section).

Election Policy and Procedure Manual

Sacramento Natural Foods Cooperative

Sacramento Natural Foods Co-op

Candidate Application Instructions and Campaign Rules
CANDIDATE APPLICATION INSTRUCTIONS
Following are the instructions on how to become a candidate for the 2011 Board election. For further
details, please refer to the Board Member Job Description and 2011 Election Schedule located in this
packet, and to the SNFC Bylaws (available at the Customer Service Desk and on the websites Board
of Directors Section).
Submitting Required Materials: Some of the steps involve turning in materials at the store by
specified dates. When this is required, please use the following procedures:
Seal your materials in an envelope and label the envelope with the following information: For:
Delfina Vargas, Board Administrator, 736-2010 and From: [your name and phone number, and
description of contents]
Bring your materials to the Customer Service Desk at the front of the store.
The clerk will have you fill out a sign-in/out sheet and will put your materials in the appropriate
location.
Let the Board Administrator know by e-mail (board-admin@sacfoodcoop.com) or phone that
you left items at the Customer Service Desk.
1. Complete the nomination process by one of the following three methods:
A. To be nominated by the Board Candidate Development and Nominating Committee
(BCDNC), submit your completed Candidate Statement of Interest by Saturday, May 21 by
10:00 p.m. Leave it in an envelope at the Customer Service Desk as explained above.
The BCDNC will then contact you to schedule a time to discuss your interest and qualifications, as
well as questions you may have about Board service, before the June Quarterly Owner meeting.
Following that discussion, if you are still interested in nomination and the BCDNC approves, the
committee chair will sign the form and you will be presented as a BCDNC nominee at the Quarterly
Owner meetings in June and August.
B. To petition for candidacy, submit your petitions by Saturday, July 9 by 10:00 p.m. Leave
the materials in an envelope at the Customer Service Desk as explained above.
An owner who petitions to be on the ballot must turn in her/his petitions with signatures of 50
owners who are current in their fair share investment on this date. Contact the Board Administrator
to obtain a copy of the petition form.
C. To be nominated from the floor at the June Quarterly Owner meeting, plan to attend the
meeting. Such nominations may be made if there is a quorum at the meeting (i.e., 2 percent of the
members with voting rights or 100 members, whichever is less).
Optionally, the BCDNC will schedule times during July to meet with petition and floor-nominated
candidates to discuss your interest and qualifications, as well as questions you may have about
Board service.

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Sacramento Natural Foods Cooperative

2. Submit your signed Declaration of Candidacy and Code of Conduct form by Saturday, July 9
by 10:00 p.m.
All candidatesowners nominated by the BCDNC, by petition, or from the floor at the owner
meetingmust submit this signed form to confirm their intent to be a candidate in this election.
3. Submit your Candidate Statement and Photograph by Saturday, July 16 by 10:00 p.m. These
are optional but highly recommended.
Each candidate may prepare a statement of his or her position to be included in the ballot and
posted in the store and on the website. Candidate statements must be no more than 275 words (as
counted by standard word processing software), not including the title ( Candidate Statement of
(your name)), and must be submitted in computer-generated form (preferably a Word document)
by e-mail to board-admin@sacfoodcoop.com
Each candidate may also arrange to have a photo taken for inclusion on the SNFC website, posted
at the store, and/or printed in the ballot packet along with your candidate statement. Contact 4552667, ext. 147 to arrange for staff to take your photo OR for guidance on how to submit your own
photo.
4. Participate in Meet the Candidates Night/Quarterly Owner Meeting on Tuesday, August 2
from 7:30-9:00pm, at the Co-op Community Learning Center, 1914 Alhambra Blvd.
Every candidate will be given an equal opportunity to make a brief statement and respond to a set
of questions that will be made available in advance. There will also be an opportunity for owners to
ask questions of the candidates.

CAMPAIGN RULES
A candidates campaign shall be run according to the following guidelines:
Each candidate shall be responsible for the conduct of her/his campaign.
All election-related materials posted in the store shall be posted only by the BCDNC, Election
Committee members or authorized staff.
Campaigning may not be conducted within the store or during any function of the cooperative,
unless the function, or portion of the function, is designed specifically to allow member
discussion of candidates or measures.
Campaigning outside the store must not take place within six (6) feet of the store entrance.
Candidates must sign up at the Customer Service Desk to campaign outside the store.
No listing of names, telephone numbers, or addresses shall be supplied by SNFC to any
individual for the purposes of campaigning.
Please contact Delfina Vargas, Board Administrator, at (916) 736-2010 or
board-admin@sacfoodcoop.com if you have any questions.

Election Policy and Procedure Manual

Sacramento Natural Foods Cooperative

Sacramento Natural Foods Co-op

Candidate Statement of Interest
Instructions: To be considered for nomination by the Board Candidate Development and Nominating
Committee (BCDNC), please complete, sign and submit this two-page form by May 21, 2011. Leave
the materials at the Customer Service Desk in an envelope addressed to the BCDNC c/o Delfina
Vargas as explained in the Candidate Application Instructions.

Applicant Information:
___________________________________________________________________________
Printed Name (First, Last)

Owner Number

___________________________________________________________________________
Address

___________________________________________________________________________
City, State, ZIP

___________________________________________________________________________
Phone (specify day or evening/weekend or cell, if applicable)

___________________________________________________________________________
E-Mail Address

Statement of Eligibility:
To the best of my knowledge, I meet all of the following eligibility requirements:
As of Election Day, I will have been an active owner of SNFC (as defined in SNFC Bylaws
section 2.02) for at least 6 months. [Membership status will be verified by the Co-op.]
I am not a member of the household (as defined in SNFC Bylaws Section 2.09) or immediate
family of a continuing member of the Board.
I am not a member of the household (as defined in SNFC Bylaws Section 2.09) or immediate
family member of a candidate for the Board certified or nominated to run in the upcoming
election.

___________________________________________________________________________
Owners Signature

Date

Statement of Interest:
In the space provided or on a separate sheet of paper, please briefly respond to the three questions
on the second page of this form:

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Sacramento Natural Foods Cooperative

1. Why are you interested in serving on the SNFCs Board of Directors?

2. What experience and skills will you bring to the Board?

3. What do you think are the most significant current opportunities and challenges facing the
SNFC?

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - For BCDNC use only:

Interview date:_______________
The above-named owner ___has ___has not met the minimum requirements for Board Candidacy for
the ______ General Election.
Chairs signature:_______________________________ Date: ___________________

Election Policy and Procedure Manual

Sacramento Natural Foods Cooperative

Sacramento Natural Foods Co-op

Declaration of Candidacy and Code of Conduct
Instructions: To qualify as a candidate for the Board of Directors, please complete, sign and submit
this two-page form by July 9, 2011. Leave the completed form at the Customer Service Desk in an
envelope addressed to the BCDNC c/o Delfina Vargas as explained in the Candidate Application
Instructions.

I certify that, to the best of my knowledge, I meet the following eligibility requirements:
As of Election Day, I will have been an active owner of SNFC (as defined in SNFC Bylaws
section 2.02) for at least 6 months. [Membership status will be verified by the Co-op.]
I am not a member of the household (as defined in SNFC Bylaws Section 2.09) or
immediate family of a continuing member of the Board.
I am not a member of the household (as defined in SNFC Bylaws Section 2.09) or
immediate family member of a candidate for the Board certified or nominated to run in the
upcoming election.

I have also read, understand, and agree to abide by the Directors Code of Conduct (second
page of this form).

In addition:
I understand that information is available to me upon request at the store, if I have not
already received it, including information on Board service, the SNFC Bylaws and the Board
of Directors Policies.
I also understand that I may submit a candidate statement and/or photograph, subject to the
deadlines and restrictions in the Candidate Application Instructions and the Election
Schedule.

Having read and understood the above, I hereby declare my candidacy for the Board of Directors of the
Sacramento Natural Foods Co-op.

__________________________________________________________________
Signature of candidate

Date

__________________________________________________________________
Printed Name

Owner Number

__________________________________________________________________
Address

__________________________________________________________________
City, State, ZIP

__________________________________________________________________
Phone (specify day or evening/weekend or cell, if applicable)

_________________________________________________________

E-Mail Address

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Sacramento Natural Foods Cooperative

Directors Code of Conduct

(Policy C-5, Adopted October 5, 2010)
We each commit ourselves to ethical, businesslike and lawful conduct.
1. Every director is responsible at all times for acting in good faith, in a manner which she/he
reasonably believes to be in the best interests of the co-op, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
2. Directors must demonstrate unconflicted loyalty to the interests of the co-ops owners. This
accountability supersedes any conflicting loyalty such as that to advocacy or interest groups,
membership on other boards or staffs, and the personal interest of any director acting as an
individual consumer or member.
a. There will be no self-dealing or any conduct of private business or personal services
between any director and the co-op except as procedurally controlled to assure
openness, competitive opportunity and equal access to inside information.
b. When the board is to decide on an issue about which a director has an unavoidable
conflict of interest, that director shall abstain from the conversation and the vote.
c. A director who applies for employment must first resign from the board.
d. Any director who is also a paid employee has the same duties and responsibilities as
any other director, and has the additional duty of clearly segregating staff and board
responsibilities. Any director who is also a paid employee will resign from the board if
and when their employment ends.
3. Only the board as a whole has authority over the organization.
a. When interacting with the GM or employees, directors must carefully and openly
recognize their lack of authority.
b. When interacting with the public, the press, or other entities, directors must recognize
the same limitation and the inability of any director to speak for the board except to
repeat explicitly stated board decisions.
4. Directors will respect the confidentiality appropriate to issues of a sensitive nature and must
continue to honor confidentiality after leaving board service.
5. Directors will prepare for and attend all board meetings and trainings.

6. Directors will participate in the boards decision making process and support the legitimacy and
authority of the boards decision on any matter, irrespective of the directors personal position on
the issue.
Any director who does not follow the code of conduct policy shall resign from the board if requested to
do so by a 2/3 majority vote of the remaining board.

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Sacramento Natural Foods Co-op

Current Board Members
President
Vice-President /
Treasurer
Secretary
Director
Director
Director
Director
Board
Administrator

Steve Maviglio
Sonny Eboigbe

steven_maviglio@yahoo.com
sonemi@comcast.net

Michelle Reynolds
Alicia Dienst
Robert Duncan
Georgianna Pfost
Ann Richardson
Delfina Vargas

michellereyn@gmail.com
adienst2010@gmail.com
rhdbod@aol.com
sccfcommittee@yahoo.com
annmariein53@yahoo.com
admin@sacfoodcoop.com

Board Committees

Primary Contact

Finance Committee
Policy Committee
Board Candidate Development and Nominating Committee

Sonny Eboigbe
Michelle Reynolds
Robert Duncan &
Georgianna Pfost
Alicia Dienst
Gail Kara
Georgianna Pfost

Education (in process of establishment)

Election (operates during the election period)
Sacramento Cooperative Community Fund

Management Staff

Name

Phone

General Manager
Store Manager
Financial Manager
Human Resources Mgr.
Education Manager
Communications & Design

Paul Cultrera
Dan Foley
Angela Borowski
Stephanie Merriman
Terese Esperas
Jennifer Cliff

736-6800 ext. 101

455-2667 ext. 201
736-6800 ext. 121
736-6800 ext. 111
455-2667 ext. 141
455-2667 ext. 158

E-mail
gm@sacfoodcoop.com
sm@sacfoodcoop.com
aborowski@sacfoodcoop.com
hr@sacfoodcoop.com
tesperas@sacfoodcoop.com
jcliff@sacfoodcoop.com

Locations of Events
Co-op Community Learning Center is located at 1914 Alhambra Blvd. (adjacent to the store)
Co-op Education Room is located at 1901 Alhambra Blvd (across from store, 2nd floor)

Election Policy and Procedure Manual

Sacramento Natural Foods Cooperative

Owner Fact Sheets

Challenging an Election or Recalling a Board Director

What If I Believe the Election Was Unfair?
Any active owner may file a challenge to an election if they believe that the outcome was compromised. The
challenge must clearly state what circumstances have compromised the election and must be filed within 14
days after election day (the voting deadline).
Submit the challenge to the Customer Service Desk, addressed to the Election Committee chair and Board
President. Email the Board President to advise that a challenge has been filed. The Board will determine if
the challenge has merit, and if so, will hear evidence offered by the involved parties regarding the following:

Whether the election was improperly administered or unauthorized campaign practices were
committed.

Whether the improper administration or practice prejudiced the outcome of the election.

If the Board determines the improper administration of the election or an unauthorized campaign practice has
prejudiced the outcome of the election, the Board may develop a remedy that serves the best interests of the
Cooperative.
What If I Believe a Director Is Incompetent?
SNFC, as a consumer-owned cooperative, is controlled democratically by its owners through their elected
Board of Directors. The Board is responsible for ensuring the long-term security and viability of the Co-op,
and for making decisions in the best interests of the ownership as a whole. It is also legally accountable for
the actions of the corporation. The Board of Directors is composed of member-owners just like you who are
willing to take on these responsibilities.
However, there is always the chance that an elected director is not up to the task. The Board may dismiss
one of its Directors only under specific circumstances: if he or she is declared of unsound mind by a court,
convicted of a felony, or has failed to attend three meetings in a 6-month period (see Bylaws section 8.04).
Therefore, the SNFC Bylaws (section 10.04) provide for the recall of a Director by the Co-ops membership.
This process has never been used in the history of SNFC, and should not be taken lightly.
A recall can happen by two mechanisms:
1. A vote of the majority of the total membership of SNFC at a membership meeting.
2. A two-thirds vote of those participating in an emergency election conducted by mailed ballot (see
section 10.04 of the By-Laws for more information).
To use the first option, you could wait until the next quarterly meeting, or get a petition signed by 5 percent of
the members, which requires the Board to hold a special meeting within a specified time period (see Bylaws
section 7.03). You would also need to do some organizing to get over 50 percent of the membership to
attend the meeting.
To recall a Director via a mailed ballot, the first step is to initiate a petition stating which Director is to be
recalled and the reason(s). The petition must be initiated by an active member-owner and signed by 20
percent of the active member-owners of SNFC (and include printed names and member-owner numbers).
The petition must also list a sponsor and their contact information. As with all petitions, you must follow
authorized campaign practices as you collect signatures (see the Election Code).
Submit the Recall Petition to the Customer Service Desk, addressed to the Board President (if the president
is the one you wish to recall, then the Vice-President). Email the Board President (or Vice President) to
advise that a challenge has been filed.

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Once the petition is submitted the emergency election cycle begins. Emergency elections are conducted on
a shorter time frame than annual elections. The reasons for the recall and the statement of defense by the
Director being recalled will be posted in the store and publicized to owners by all practical means.
If the Director is recalled, a new Director must be elected by the ownership (via established election policy
and procedures) to fulfill the remainder of the recalled Directors term (see Bylaws section 8.02).

Election Policy and Procedure Manual

Sacramento Natural Foods Cooperative

I Have a Question, Complaint, or Idea-How Do I Get It Heard?

The Sacramento Natural Food Cooperative (SNFC) is owned by its owner-members and its primary purpose is to
serve their needs as they relate SNFCs vision and purpose. Each individual member-owner should realize that
there are thousands of others and the goal is to meet the needs of the membership as a whole.
In general, store operational issues should be addressed directly to management, and governance, policy, or
strategic issues should be addressed to the Board of Directors.
Store/Operational Issues
Product Suggestions or Complaints
Product suggestions are always welcome. These should be communicated to staff via the Customer
Comment form.
Employee Kudos or Complaints
It is important to address both of these promptly. See the Store Manager on duty.
Other Operational Issues
If you see any other operational issue that needs to be addressed (e.g., cleanliness, safety issue, shoplifting,
etc.) please bring it immediately to the attention of the Store Manager on duty.
If you have an issue not related to the store specifically, such as an idea or question regarding marketing,
finances, real estate, etc., please contact the General Manager.
Staff Response
Management and staff will generally respond promptly to Customer Comment forms. Be sure to include your
phone number if you want a direct response.
Governance/Policy/Strategic Issues
Issues related to governance of the Co-op or general issues regarding policy and/or direction for the
organization as a whole should be addressed to the Board of Directors.
Active Member-owners can utilize the following methods to address policy issues:
Board Meetings
Any member-owner is welcome to come to a Board of Directors meeting and speak for up to three minutes to
the Board during the open comment period at the end of each meeting. Member-owners will also have the
opportunity to speak or ask questions about a specific agenda item when the Board discusses that item.
Guidelines (time limits, etc.) for speaking at Board meetings are provided at the meeting.
The Board will generally not make decisions on new issues that are brought up at meetings, but will listen to
your ideas or concerns and answer questions if possible.
The Board meetings are held the first Tuesday of each month in the Community Learning Center located at
1914 Alhambra Blvd. The agenda is posted on the web site at least 7 days before each meeting as well as
on the bulletin board behind the Customer Service Desk at the store.
Contact a Board Director/Committee Chair
Member-owners may also directly contact the Board President, appropriate committee chair, or any Director.
Contact information is listed in the Co-op Reporter, on the SNFC web site or inside the store.
Ballot Measures
Active Member-owners may submit measures to be voted on by the entire membership by mailed ballot.
Information about the various types of measures that can be submitted by owners or by the Board to a vote of the
owners, and the avenues for doing so, is contained in SNFC Bylaws.
Co-op Reporter
Member-owners can also submit to the Co-op Reporter, which regularly prints letters.

Election Policy and Procedure Manual

Sacramento Natural Foods Cooperative

How to Find Out Whats Going On

One responsibility of co-op owner-members is to learn about SNFC, be aware of current issues and activities
affecting the co-op, and become involved in SNFC activities to the extent possible. Especially if you are interested
in getting involved in Co-op governance by presenting issues to the Board or membership, you should take the
time to learn about whats happening at the Co-op, and there are many ways that you can do so.

The in-store bulletin boards and kiosks provide information on Board Committee meetings and
Chair contact information, as well as upcoming meetings and events.

The Customer Service Desks have copies of SNFC Board Policies, meeting notices, and
agendas and can answer questions or direct you to the best source of assistance or information.

The SNFC website and SNFC facebook page highlight whats going on at the Co-op, has links
to the Board Policies and other governance documents, meeting information and contact info.

Join one of the Board Committees! (Policy, Finance, Education, Election, Board Candidate
Development and Nominations) This is a great way to get more involved and learn more about
the organization. Committee work counts toward owner work hours.

Attend Board meetings, member-owner meetings, and/or other special meetings. Board
meetings are held monthly. Quarterly Owner Meetings provide regular updates on operations and
Board activities. These meetings are an opportunity to talk with Management and Board Directors
and mingle with other owners. Often these meetings are held in conjunction with other activities
such as Board candidate nominations or discussion of ballot measures. If a quorum of 100
owners is present the group can conduct Co-op business.

Attend SNFC-sponsored activities. Attending farm fundraisers, classes, movies nights,

community events, and other Co-op sponsored activities is another way to mingle with other
owners and staff and learn more about what SNFC is involved in.

Read the Co-op Reporter. This quarterly newsletter is one of the benefits of being an owner,
and provides information on all kinds of information related to the Co-op.

Election Policy and Procedure Manual

Sacramento Natural Foods Cooperative

How Does Someone Get on the Board of Directors?

The Sacramento Natural Foods Cooperative (SNFC), as a consumer-owned cooperative, is controlled
democratically by its owners through their elected Board of Directors. The Board is responsible for ensuring
the long-range security and viability of the co-op, and for making decisions in the best interests of the
ownership as a whole. The Board is also legally accountable for the actions of the corporation. As such,
service on the Board is the most responsible position that a co-op owner can assume.
Who is eligible to serve?
Minimum eligibility rules are specified in the SNFC Bylaws (section 8.01). In general, a candidate for the
Board must have been a member-owner for at least 6 months as of Election Day, and may not be a member
of the household or immediate family of a continuing Board director. In addition, a maximum of one SNFC
employee may serve at any given time.
How do I get started?
If you are interested in serving on the Board, a good place to start is to talk to a member of the current Board
to find out more about serving on the Board, how to prepare yourself for this responsibility, and how to
proceed if you feel you are ready and willing. The chair of the Board Candidate Development and
Nominating (BCDN) Committee would be the best person to talk to, but any director can assist you in getting
started.
Elections occur each fall (August/September). Owners interested in the upcoming election should contact the
committee by May at the latest, but the BCDN Committee is looking for interested people year-round.
The Committee prepares a candidate packet/handbook each year, which is generally available by March.
This packet includes the election schedule, information about Board responsibilities, and the details
regarding steps to take if you are interested in running. Information about the packet and the process in
general also appears in the Co-op Reporter beginning about March.
What are the procedures to get nominated?
The SNFC Bylaws (section 9.02) provide three ways that a member-owner may be nominated for the Board
of Directors.

Nomination by the Board Development and Nominating Committee (if you are interested in this
option, contact the committee before May, as there are several things you need to do).
Nomination/second from the floor at the June/July quarterly owners meeting (provided there is a
quorum of 100 or more member-owners present).
Nomination by submittal of a petition signed by other eligible member-owners.

Although the first option requires the most lead time and steps on your part, in all cases you should consult
the Candidate Packet and the Bylaws, and contact the committee to be sure of deadlines and other
requirements

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Sacramento Natural Foods Cooperative

Election Task List

Notes on responsibilities around election:

Board Administrator (BA): All coordination with in-store staff, other contracted staff, Board, and
Board committees.
BCDN: All communication with candidates and coordination of candidate activities. Also
communication to owners about becoming a candidate. (Both with BAs help if coordination with
staff is required, such as for store postings or reserving meeting space.)
Election Committee Chair (ECC): Oversight of ballots, ballot packet review, ballot box security,
all handling of ballots, reporting on election results, etc. (with BAs help).
Ballot Packet Preparer (BPP): Prepares all ballot packet materials ballot, ballot pamphlet,
mailing envelope, return envelopes manages printing, mail labeling and mailing of ballot packet.

The following is a working task list which the Board Administrator reviews each year when the Election
Cycle is determined. The Board Administrator acts as a Project Manager ensuring that the appropriate
persons are completing their assigned tasks. Note that the timeframes, e.g., First Week in August, etc.
are reflective of the 2011 Election Calendar. These may change to a prior or subsequent in other
election years.

General Election Task List

January-February

BCDNC
Develop draft Election Schedule for review by Board of Directors by January at the latest.

BA
Draft Task List based on Election Schedule

BCDNC/BA
Provide final schedule and task list to Board and staff liaisons
Coordinates with and Education/Communications Dept. re:
Signage (get out the vote?)
Candidate info
Measure info (if any)
Election instructions
Election results
Other?

BCDN Committee
Prepare Candidate Information Booklet and sign-out sheet for Customer Service desk

March-April-May

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Sacramento Natural Foods Cooperative

BCDN Committee makes a decision regarding publicizing election other than store signage,
Candidate Booklet, etc.

BA coordinates with lead Customer Service staff to make sure there is a Board Box at
Customer Service desk for election-related submissions and that staff are familiar with signin/sign-out process and forms

Customer Service Desk responsibilities:

Managing distribution of Candidate Information Booklets
Receiving Candidate submissions

First week of March:

BCDN Committee or BA places Candidate Information Booklets and sign-out sheet at

Customer Service desk
BA coordinates with staff to get Election Schedule posted in the store
Coordinate with Ballot Packet Preparer (BPP/Carol Blackman) on deadlines and tasks

May board meeting:

Board nominates/approves Election Committee Chair (ECC)

Board may propose ballot measures

Two weeks before June meeting:

Boards last day to hold a special membership meeting (quorum required) to submit a
ballot measure
Owners last day to submit petition signatures to submit a ballot measure

Saturday in May Set by BCDN Committee:

Statement of Interest in Candidacy and Candidate Qualification forms are due for those
interested in being nominated by the Board Candidate Development and Nominating
Committee (BCDN)

June

BCDN Committee
Before June board meeting, interview candidates who submit required forms for nomination
deadline and determine nominees
Begin planning for August Meet the Candidates Night (questions, format, etc.)

BA:
Coordinates with staff photographer for candidate photographs

Coordinate with ECC on:

Chair and committee vs. BA duties
Recruit committee members and discuss duties and schedule

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Get information (policies, etc.) to committee members

Coordinate with Finance Manager on generating current owner address list to mail ballots
(only owners current in fair share investment on the first Tuesday in August in the
current year are eligible to vote)

BA:
Present memo to managers and staff (Marketing and Store operations) explaining
election processes including:
Handling of Candidate packets, questions, etc.
Importance of getting out vote but not influencing vote
Campaigning rules
Specifics of election (number of candidates for number of positions, number of
measures)
Voting procedures
Owner eligibility to vote

Customer Service Desk special responsibilities:

Continued distribution of Candidate Information Packets
Continued receiving Candidate submissions
Providing a new ballot to any owner who asks if ballot is spoiled or did not
received in the mail

Board (or Exec Committee) and General Manager

Determine if extra Get Out the Vote efforts are needed and if so, decide what to
do (flyers, bag stuffers, phone tree, etc.)
GM coordinate management to get staff involved

June Board Meeting and Quarterly Owner Meeting

Board must certify all measures for the ballot

BCDN Committee introduces nominated candidates to owners
Owners may nominate candidates from the floor if a quorum is present

July

Election Committee Chair (ECC):

Outline tasks, procedures, time line per Election Code
Recruit/notify/educate Election Committee members regarding duties related to committee
tasks
Finds and makes arrangement for an off-site ballot counting location with tables, chairs,
restroom, etc. for Election Committee ballot counting

BA:
Check ballot boxes for condition (this could go to August, unless major work needed on box)
Coordinate with BCDN Committee on Meet the Candidates Night. May need to work with
Education/Communications Dept. on audio equipment, presentation materials, etc.

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Sacramento Natural Foods Cooperative

BCDN Committee:
Finish work on Meet the Candidates Night (format, questions, etc.)
Continue activities with candidates by keeping them informed about upcoming deadlines
and events, as appropriate

First or Second Saturday:

Election Cycle Week 1 Begins (the BCDNC determines the
Election Schedule. The election cycle runs for 9 weeks, each week begins on a Saturday.)

BA or staff post Ballot Measures in the store

Election Cycle Week 2 Begins

Candidate petitions are due for any candidates not nominated by BCDN Committee
Declarations of Candidacy forms are due for ALL board nominees
Board President or designee prepares letter to go with ballot packet

BA:
Verify (with staff help) whether there are enough valid signatures on any candidate
nominating petition (see Election Code), and if so inform the BCDN Committee Chair
and Board President

BCDN Committee:
Inform petition candidates whether they have qualified for the ballot, and give them a
candidate booklet and other information they need

Election Cycle Week 3 Begins

Optional Candidate statements and photographs due for ballot packet, store poster and
website
Arguments (pro and con) on ballot measures for inclusion in ballot pamphlet are due

BA:
Check length of statements (not to exceed 275 words), add standard heading for
each per Election Code
Check length of arguments (not to exceed 275 words), add standard heading for
each Ballot Measure per Election Code, and format so they look similar
Provide updated election schedule and other information to staff for posting in the
store and on the website
Get statements and candidate submitted photos to BPP for ballot pamphlet and to
staff for posting in the store and on the website
Provide arguments to BPP for ballot pamphlet and staff for posting in store and on
website

Staff:
Get staff-produced candidate photos to BPP for ballot pamphlet
ASAP post Ballot Measure arguments and Board Candidate statements and
photos in store and on website with election schedule information

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Sacramento Natural Foods Cooperative

BA:
Ensure Board letter for ballot packet is prepared by President (or designee if President is
a candidate), is finalized and sent to BPP
Verify envelope formats with BPP, especially return envelope preprinted with owners
name and Co-op number

BPP:
Begin preparing draft ballot per Election Policy and Bylaws on rules for ballot format and
required information
BA and Board President to review drafts
Establish mail house deadlines and inform BA

Election Cycle Week 4 Begins

Rebuttals to arguments (pro and con) on ballot measures for inclusion in ballot pamphlet are
due

BA:
Check rebuttals for length and get to staff for posting in store and on website
Send rebuttals to BPP for inclusion in Ballot Packet
Finalizes with BCDN about presentation materials for Meet the Candidates Night.

Last week in July:

BPP deadline for final draft of ballot pamphlet. Note: the following deadlines for the Ballot
Pamphlet allow time for mailing by bulk mail by second Friday in August. If the Ballot Packet
is mailed by first class mail, the deadlines for preparation can be adjusted to allow for
mailing by third Friday in August.
BA, ECC and Board President all review final draft of Ballot Packet

July-August
Election Cycle Week 5 Begins

BCDN begins planning orientation for new directors (if not already done)

By end of first week in August

BPP:
Sends proofs to BA, Board President or designee, Election Committee Chair for final
review
Sends election pamphlet materials to printer
Receives proofs from printer

First Tuesday in August:

Owners must be current in their fair share payment on this date to be eligible to vote
Board Meeting:

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Sacramento Natural Foods Cooperative

Nomination of Election Committee members

Meet the Candidates Night follows the Board Meeting

By start of second week in August:

BA, Board President and Election Committee Chair return revisions to Ballot pamphlet
proof to BPP
Finance Manager sends database of owners eligible to vote current in fair share on first
Tuesday in August to mail house per BPP instruction

By end of second week in August:

Printer sends election pamphlet materials to mail house

BPP confirms above with BA
Owner Administrator funds money into postal account for bulk mailing and business reply
BA:
Ensure that store signage goes up with candidate photos and statements; If there are
ballot measures there might be a need for a separate sign with ballot measure, pro/con
arguments and rebuttals

Election Cycle Week 6

BA and staff liaisons:

Staff informed about election procedures and issues, including:

What to do with things turned in to the Customer Service Desk

Owners voting and voting processes

Ballot box location and security (i.e. BA and Election Committee role in transferring
ballots)

Only owners current in fair share on first Tuesday in August are eligible to vote

Blank ballot pamphlets for owners who ask for a replacement ballot at Customer
Service desk

Ballots returned by mail to be put into ballot box

Election Cycle Week 7

Mail ballot pamphlets if using bulk rate

BPP verifies to ECC/BA that ballots are mailed

ECC/BA: Notifies Board President or designee and ECC that ballots are mailed
Ensure that ballot box goes up in store
Replacement ballots are available
Coordinate with store staff so that when ballot box approaches full, BA is called to
transfer ballots per ballot security stipulation in the Elections Procedure
Finalizes plans with ECC for Election Committee ballot counting day:: location, supplies,
food (morning refreshments, lunch)

Election Cycle Week 8

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Sacramento Natural Foods Cooperative

Mail ballots if using first class

Election Cycle Week 9

ECC/BA

continues to monitor ballot box

September-October
First Saturday in September: Election Ends Last Day to Vote

In-store collection of ballots ends at store closing time 10:00 p.m.

All mailed ballots must be postmarked by 9/4
Owner administrator to provide current owner report and/or electronic file for Election
Committee to use.

Second Friday in September: Last day to accept mailed ballots (postmarked by Last Day to
Vote)
BA:
Gets final mailed ballots from Owner Administrator and checks postmark date on each.
Any ballots received later OR postmarked after Last Day to Vote should be marked and
held aside to count as part of the ineligible ballots
Transfers all ballots to a secure location that will be accessible the following morning
By second Saturday in September:

ECC or BA
Transfer ballots from secure location to ballot counting location

ECC
Supervise ballot counting by the Election Committee per written procedure (see Election
Code and Election Procedure Manual).
Prepare Election Report and have Committee Members sign it.
Notify Board President or designee, Board Administrator and General Manager or
designee of results.
Post Election Report or Summarization in store.
Provide results for Reporter Editor in appropriate format (summarized including some
introductory language, congrats, and a thank you to the Election Committee members
and chair) and for posting online.
BA
Update Bylaws if needed.
Coordinate with staff liaison to post Election Report at store and on website ASAP.
Secure ballots and return envelopes until at least the last day to challenge election
results. If there is a challenge, hold ballots until protest is resolved.

BCDN
Schedule orientation activities with new directors BEFORE October Board meeting.

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Third Saturday in September: Last day to challenge the election

BA
Ensure that updated Bylaws are available on website and in store Owner Info Binder.
Print copies for Board binders and make sure network files are updated. Archive old
version.

BA or Board President
Check Customer Service Desk to see if a challenge came in. If so, notify Board
President.

First Tuesday in October: Board of Directors Meeting

Following approval of prior meeting minutes, recognize any retiring directors and seat new
directors.

 OFFICIAL 2010 BALLOT

100 votes are required to conduct this election (SNFC Bylaw Section 6.05 a, b).

Voting Instructions
Place a mark in the box to the left of the name of the candidate(s), and also mark your choice
for the proposed bylaw change.
When complete, fold and place your ballot in the small blank envelope provided, then seal the
envelope. Place the small envelope inside the larger return envelope.
Please be sure to sign your name on the back flap of the large return envelope. You must sign here
for your ballot to count. This must be signed by the Co-op owner, not the household shopper.
Mail or deposit your ballot directly into the ballot box at the store by September 4, 2010.
Ballots postmarked after September 4, 2010 will not be counted.
Unsigned return envelopes will cause an invalid ballot.
Owners must be current in their fair share investment on August 3, 2010 to be eligible to vote
in the 2010 Election. Voter eligibility is verified by the Election Committee.
If you wish to change your vote, do so clearly before returning your ballot. If you spoil your
ballot and need a new one, ballots are available in the store.

There are three (3) seats available on the

SNFC Board of Directors. Each seat carries
a three-year term. You may vote for up to
three candidates. The list of candidates
names is in random order.

Steve Maviglio
Georgianna Pfost
Sonny Eboigbe

There is one proposed bylaw change measure.

It is a proposal to include preferred shares to
Co-op owners. Enclosed in this ballot package,
is a set of proposed Bylaw and Articles of
Incorporation changes. Please read the enclosed
PROPOSED BYLAW & ARTICLES OF INCORPORATION CHANGES for specific changes and the
SUMMARY OF CHANGES for a brief explanation.
For the measure to pass, 2/3 of valid votes must
be marked yes. Indicate your choice by marking,
either Yes or No, in the box below.

Revision to SNFCs Bylaws and

Articles of Incorporation to allow
the Co-op to offer Preferred
Non-voting Shares to Co-op owners.
Yes

No

Please fold this BALLOT and seal it inside the small blank envelope provided.
Place the sealed envelope inside the larger return envelope.
Please sign your name on the back flap of the large envelope (where specified).

SUMMARY OF PROPOSED CHANGES

Summary of Proposed Changes to the Co-ops
Bylaws and Articles of Incorporation
Article II The current Article II is replaced with a new one
entitled Definitions. This Article will include the following
definitions that are currently in our Bylaws and that have not
been altered:

Active/Inactive Member (currently 2.09, now 2.02)

Membership Fee (currently 2.04, now 2.04)

Board and Board of Directors (language currently

in 2.06, now 2.08)

Household (currently 2.08, now 2.09)
It also includes new definitions for:

Member 2.01

Fully Vested Member 2.03

Membership Share 2.05

Shareholder 2.06

Preferred non-voting share 2.07
The intention of adding this new Article is to clarify the distinction
between Member and Shareholder that is currently stated
as being synonymous and to introduce a definition of the
proposed Preferred non-voting shares.
Articles III - XIII Due to the insertion of a new Article II, the
numbering of all the succeeding Articles, their Sections and all
references to other Articles or Sections are updated.
Article III In Article 3.01 the word shareholder is changed to
Member to be consistent with the new definitions in Article II.
Article IV There is new language regarding Preferred nonvoting shares and the requirement that they be purchased only
by Fully Vested Members. Also, the words membership and
shares have been converted to begin with upper-case letters
(i.e. Membership: and Shares).
Article V There is new wording to refer to the Articles of
Incorporation where language regarding redemption of shares
is now located. In Section 5.04 (c) the words Preferred
non-voting shares are inserted and the word corporation is
changed to Cooperative.
Article VI - XIII These Articles had no changes except for
numeration and minor grammatical changes in 8.03 (g) and
12.04 (a).
Articles of Incorporation Article III is changed to
reflect the proposed new classes of preferred non-voting
shares (classes B, C and D) and to reflect the total number
(1,000,000) of each of class of share that the Co-op will be
authorized to issue. Article IV that specifies the rights,
preferences, privileges and restrictions that are associated
with Membership Shares has been added. It is in this Article
that much of the language from the current Article IV of our
Bylaws has been moved. Moving this language to the Articles
of Incorporation was done on the advice of the attorneys that
we consulted. All succeeding Articles were then renumbered.

STATEMENT IN FAVOR OF PROPOSAL

Your Co-ops Board of Directors and management strongly
urge you to vote YES on these by-law revisions. These
changes are required so the Co-op can offer Preferred Nonvoting shares to owners. Modeled after successful efforts at
other co-ops nationwide, this program will not change the Coop principle of one person, one vote.
These by-law updates enable our Co-op to develop a program
of financial benefits to owners that also benefit the Co-op.
This will increase our ability to fulfill our core mission to
provide the benefits of natural foods and products, economic
cooperation, and sustainable practices to the Sacramento
community.
Owners benefit by investing locally: instead of putting money in
a big bank, you will be able invest in your Co-op at competitive
rates. The optional purchase of three classes of shares
available for as little as $50will give Co-op owners the ability
to invest in their Co-op. Instead of borrowing from banks (and
paying high interest rates), the Co-op will use owner-invested
funds to make store improvements and take advantage of
future opportunities to keep the Co-op successful.
The Board will oversee the use of funds from this program.
The purchase of Preferred Non-voting shares does not allow
any additional privilege over other owners. The one-person,
one-vote principle that is the hallmark of consumer co-ops
such as ours will remain in place, providing accountability to all
owners.
These by-law improvements are the result of careful study
by the Board after receiving substantial input from owners at
meetings and online. We would appreciate your support with a
YES vote to support our store and our Co-op community.
For detailed information: please visit www.sacfoodcoop.com.
To view the complete Bylaws, please go to the Customer Service
Desk.
Note: There was no argument submitted opposing the
Bylaw and Articles of Incorporation change.