Life: According to the Board (and GM)

Kootenay Co-op AGM
Wed. 24 Sep./6:00pm
New Grand Hotel, Vernon St.

Do Go!

Because this should be when member/owners (M/Os) find out whether or not the unauthorized-by-them Nelson Commons condo-block will be built. 
This should also be when those concerned will finally become informed of the never before divulged unauthorized-by-M/Os financing of this project's preparation: exactly how much/from what sources and based on what reasoning. 
And what about a yearly member-rebate withheld previous to all this to - supposedly - be applied toward eventual construction of a new store: there being no construction-fund per se - according to management - where did this go, and how much was it?
And - most important, if these condos will not be built - how M/Os can expect the team of Board of Directors (Board)/Deirdrie Lang, General Manager (GM)/Russell Precious, Project Manager (PM) to make good on the by now surely sizable hole in these M/O-generated funds.

M/Os may also learn what's happening with the ever so urgently needed store - after over 2 years of not as urgent as.

So do go! And be ready to demand answers - it's YOUR money! YOUR Co-op - not so much!

With this moment of truth - figure of speech - drawing near, I contact the BC Co-operative Association (BCCA) to become clearly informed about responsibilities of co-ops toward their members. Which I figure have to be set in stone - seeing that a co-op is not a co-op without members to co-op with.
Following is my letter to the BCCA:

  
4 Aug. 2014

To: Carol Murray, Executive Director
murray@bcca.coop 
CC: Kevin Harding, Director - Co-op Development
harding@bcca.coop

Directors -

Aim
As a registered member/owner (M/O) of the Kootenay Co-op (The Co-op), Nelson BC, I have concerns which have not been addressed by it in available print-literature, electronically provided info to the general membership and my numerous e-mails asking the Board, GM and PM for clarification. Either receiving replies of vague generalities - uniformly circumventing issues in question - or no replies at all. I will gladly provide you with e-mails sent and replies-if to them.

The lack of willingness/candor alone is troubling - while at the same time - this co-op's rules give all M/Os a democratic voice of equal value, this value first-and-foremost held high at all times. There clearly are issues around the meaning of co-op within this co-op.

My aim in connecting with you is to learn from the BCCA about parameters of this kind of co-op's management/board-responsibility towards its M/Os: extraordinary large-scale development-thus-financing decision-making and the M/Os' participation in it.

Background
Following is a brief history of what leads me to contacting you today:

In a meeting, March 2012, The Co-op asked the M/Os present for approval of removing the clause that no more than 75% of reserves may be invested. In an e-mail to me Deirdrie Lang, General Manager, 4 Jun. 2014, wrote these funds were for acquiring and developing the new property.
The property in question is a very large, centrally located - thus very expensive - piece bought by The Co-op for a new store. A building - previously a supermarket - is part of it.
Yet in this March meeting the focus was on rehabilitating the building only - no other plans were on the table. Thus when the majority - 119 of the M/Os present - voted in favor of removing the 75%-clause, this narrowly focused on reserve-funds-as-were-then for a store only! Neither the Board nor the GM or PM did present ideas for any other possible use of existing/future reserves ad infinitum after removal of the clause. Lang's rather broad for acquiring and developing the new property was simply not the issue of this meeting.

Which exclusively revolved around a larger store and finally having found it! M/Os were encouraged to sign-up for focus-groups: how best to utilize the store-space - immediately after the meeting. This was the last - and only - time the general membership was asked to engage on a participatory level.

Because after a while of silence on the store-topic word on the street suddenly had it that The Co-op was going to replace the existing supermarket-structure with a condo-block.
Even though The Co-op has its M/Os' postal addresses, phone numbers and e-mail addresses of most: the general membership was not formally introduced to/asked to vote on the idea; it was not informed of the scheme's funding; it was not informed of this new seemingly-separate-but-maybe-not entity - Nelson Commons - and who was to run it how.

From Lang's initial cultural center of the region to a condo-block in one fell swoop was a shock to many, particularly when became public that this was not to be co-op- or social-housing and clear that having bought too large, too expensive too hastily wanted "real" money to pay-off thus-incurred debts. With questionable motivation, poor advise and the market a blind-spot within a very small decision-making group: a condo-block - ironically - at $27 million! Their view was: most condos will be snapped-up by M/Os - what with The Co-op having taken-on a sheen of can-do-no-wrong over the years.

This view has been somewhat dispelled in the meantime: not enough of these condos are selling to enable financing from the banks, and dates for/of everything have fallen way behind. Still - full-page newspaper ads continue to advertise the same non-news, and M/Os are lured into the Nelson Commons sales-office with oyster-appies.

While all along there has been little mention of the store - except: it will rent space in the condo-building and The Co-op going into a loan-drive to pull together $1.5 million for store-fixtures. Seemingly no room for financing the store proper has been allowed in the condo-scheme - fixtures will be bought with no-advantage/unsecured loans made to The Co-op by M/Os.

These loans - according to fine print - can be reallocated as the Board sees fit.

What If?
For some time now it has been apparent to many here that Nelson Commons more than likely won't get off the ground. The whole process of this lengthy - obviously very costly - double-project's preparation has lacked transparency, there has been no accountability. My questions - how much preparations thus far have cost the M/Os and how they were financed - have not been answered; the PM did not reply.

All I have learned from Lang: information on the project's expenditures will be made available in the AGM, Sep. 2014; Nelson Commons thus far has been funded partly with reserves and partly with store-income; the project is within its budget; and we have the support of the majority of our membership to be moving this project forward.

(Not part of the letter - just incredulity wanting to be expressed here now: 
What is this odd partly reserves and partly store-income? Store-income left over after application to overhead - is profit to then sit in the bank as savings. It's just that co-ops don't talk about profit/savings - with them it's reserves. It would be stupid to use part of store-income as such for the condo-folly before all given obligations are met. Reserves? Store-income? What! 
Considering that the majority isn't buying into it, and The Co-op has not reached out to its M/Os in a timely, truly informative - co-operative - manner: I don't see a basis for this assertion of having the majority's support. All along the project has been run by a few tight-lipped insiders only - the majority only knows from carefully tailored repetitious superficiality. And Lang has stated to me elsewhere that reaching all M/Os is just not doable.)

My questions to you:
1.
Can a co-op legally invest - on this scale - funds generated/owned by M/Os without permission from them?
2.
Can said funds - generated by a not-for-profit co-op - be simply and legally applied to a to-be-for-profit project without at least consultation with the M/Os?
3.
Does a co-op have legal permission to start a new, separate, non-co-op business-entity, using the M/Os' funds for this without their approval?
4.
To what extent can M/Os reasonably expect to be involved in approval/decision-making processes of this scale?
5.
Seeing that in this case M/Os never agreed to a $27 million condo-block and use of their funds to propel it forward: if this project does not come off - who will be legally responsible and in what practical manner - for the clearly substantial loss of M/O-funds through the Board, GM and PM?


End of letter (without pictures)

While Executive Director Murray
unco-operatively does not reply at all - Director Harding informs me that answers to my questions may only be found in my co-op's bylaws. And - in so many words - that they aren't about to go near what may be other people's legal stuff. I see his point. Yet I wonder at this association's purpose of facilitating co-ops getting started without basic tenets regarding management/member-relations. 

So I figure I get the Kootenay Co-op's bylaws and ask the Board and Lang for them in an e-mail. To find that Lang - on-again-off-again once again - has blocked me from reaching her via e-mail (as did Jocelyn Carver, Marketing & Outreach(!) Manager, quite some time ago). Selectively co-operative with M/Os.

I inform the Board of being blocked by the GM - this in a second message. After all, one must wonder how many messages from others may not get through because of an M/O's aura of inconvenience - and I-never-blocked-you Lang contacts me.
The Co-op's Rules of Association (bylaws) are not on-line: kept at the office and available for viewing there. Copies no - notes yes. I make an appointment.

And ask myself why I didn't take this route 2 years ago.

  
The Artless Dodgers
Not on-line because we don't want everybody to know - this bylaw is about the Board's doings only: broad, flat, shallow, totally devoid of co-operative spirit. In fact: dead(ly).
M/Os mentioned just once when their approval is needed to remove the pesky - while crucial here - 75% rule. Otherwise they are not among the Board's responsibilities - not even morally. Of a political - certainly not social - democracy. Sound familiar?
Thus the above questions to the BCCA - in fact most of my Nelson Commons concerns over the last 2 years, based on reasonableness and waiting for co-operation to kick-in - are now barking up a dead horse within this co-op's context.
Board members - according to the bylaw and Lang - are elected by the M/Os to do anything they alone may choose in their collective wisdom. And if there's no wisdom: can't win 'em all! This should scare many - what with these members just average hapless, glutenfree treehuggers themselves. Yet with the Harper coming through loud and clear! That at The Co-op!

They don't need the M/Os' approval for the condos; they don't even have to inform them. So - while no repeat removal-approval sought - financing of condo-preparations probably has been run at least in part on said initial 75%-removal - simply shifted over who's to notice - even though that removal - one more time! - is M/O-approved solely for the store. No matter how those in charge worded their records after the meeting: the 75%-removal-approval of March 2012 does not apply to use of reserves towards the condo-project today! I know I repeat myself with this - but!

It is safe to say - no matter how the Board and GM have tweaked it: at least part of the condo-preparations are financially murky. Which brings into question the whole Nelson Commons thing. But as the Board needn't be accountable to member/owners - unless a legal angle can be clearly defined: nobody will be (held) responsible for the stream of funds lost, wasted and/or paid-out in salaries - if Nelson Commons proves to be dead in the water.

When I ask Lang when the yes/no on condos will be announced she says at the end of September and I say why not at the AGM on the 24th and she says we're not sure yet. Dodging and weaving, ever dodging and weaving!

If Nelson Commons goes down: the same already flatlining Board will be in charge of Plan B - the store. Maybe reallocate the $1.7 mill in loans for starters? And if somehow that phase gets muddled through: there's the supermarket! - not just a larger store! - to be run! Fundamentally different dynamics!

Interestingly - the only person in this decision-making group - not on the Board! - with experience in larger-scale development-projects is also the only person with real supermarket-experience. Russell Precious, PM. They('ll) need (and compensate!) him (well) as the only stabilizing presence between more myopic decisions coming from just being tired of it all and a possibly irreversible meltdown the result. 
As in the faster they go - the behinder they get.

Could happen!

Co-op Board
board@kootenay.coop 
 
Deirdrie Lang
dlang@kootenay.coop

Russell Precious
russellprecious@shaw.ca

Having no confidence in the Kootenay Co-op's GM/Board and their interpretation of the term "co-operative" - I have decided to cancel my member/ownership in this grocery-store as of today, 14 Aug. 2014.



Cruise by Orion, swing north at Sagittarius, lay over a bit at Rigel. Starflight has always seemed impossibly romantic. The reality is somewhat different. One sits sealed in a narrow box for weeks at a time amid strangers who prattle on and at the end of the voyage arrives at a place where the air is not so good, and the crocodiles are fierce.

                                                                  Life Among The Savages
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