E1 Product Selection

E1.1 Whenever feasible, Astoria Co-op markets food that is organically grown, giving particular preference to locally produced foods.

E1.2 In making product choices, Astoria Co-op emphasizes high quality foods, that offer nutritional value and a low level of credibly established deleterious health effects.

E1.3 Astoria Co-op gives preference to products that are produced sustainably, that avoid excess packaging; that are fairly traded and whose production and distribution avoids abusive practices to humans, animals and the environment.

E1.4 Within the foregoing limitations, Astoria Co-op will not prohibit the sale of any category of product.

E1.5 A subsidiary purpose of Astoria Co-op is to offer non-food items.

E3 Social Responsibility

Astoria Co-op will exercise social responsibility as a business.

E3.2 Astoria Co-op will provide and support a market for local, organic, and sustainable agriculture and foods.

E3.2.2 Astoria Co-op supports meaningful standards for sustainable and organic foods.

E3.2.3 Astoria Co-op supports growers and organizations involved in sustainable agriculture.

E3.3 Astoria Co-op will support the vitality of the neighborhood, community, and like-minded organizations.

E3.3.1 Astoria Co-op may make cash and in-kind donations in pursuit of social responsibility.

E4 Service Area and Growth

E4.1 Astoria Co-op will serve the market for natural foods in the Lower Columbia region to the greatest possible extent.

E4.2 Astoria Co-op will achieve sales growth of a minimum of 15 %/year for the years 2005-2008.

E5 Community Capital Formation

Astoria Co-op leverages democratically controlled capital from an expanding base of member-owners for the common good, as defined by board policies on Ends.

E5.1 The Astoria Co-op will build infrastructure that provides profit margins and retained earnings sufficient to acheive successful exapantion and relocation.

E5.1 Astoria Co-op will expand its ownership base to be as broad as possible within the community, seeking non-absentee owners and encouraging them to become the primary users of the cooperative's services.

E5.2.1 Astoria Co-op will provide its owners with benefits such as patronage refunds, special owner-only discounts, and owner appreciation days.

E5.2.2 Astoria Co-op provides owners more leverage to effect democratic change and enrich the community than owners have individually, as a result of cooperative capital.

E5.2.3 Astoria Co-op will exercise stewardship over community resources.

E5.2.4 Astoria Co-op will favor long-term value over short-term profits.

E5.3 Astoria Co-op recognizes that the formation and growth of substantial cooperative capital?democratic capital, used for a common good?is essential to the cooperative?s purpose. Capital is the tangible base for the cooperative?s ideas.

E5.3.1 Astoria Co-op will provide consumers with the opportunity to become owners through the purchase of a share for $200.

E5.3.2 Astoria Co-op may, from time to time, utilize additional funding including, but not limited to, vendor credit, bank loans, government grants, member loans, and equity sources.

B1 Principles of Governance

B1.1 The purpose of the board is to represent the interests of the owners. The board bears fiduciary responsibilty to the owners for carrying out the mission of the Cooperative.

B1.2 The board shall focus on intended long-term impacts, not on the administrative or operational means of attaining those effects.

B1.3 No board member has any authority as an individual; only the board as a organization holds authority.

B2 Board Duties

B2.1 Board members shall:

B2.1.1 Educate themselves on the following topics: policy governance, the natural food industry, the cooperative movement, basics of finance and financial reporting.

Changed to "term" from 2 years; seems a more natural span

B2.1.2 Attend a relevant conference at least once during each board term.

B2.1.3 Maintain satisfactory attendence as specified by section 4.4 of the bylaws.

B3 Committees

B3.1 The board may form committees to assist it in the performance of its duties. Committee members are appointed by the board. There shall be at least one board member on each committee.

B3.2 Committees have no powers except as delegated by the board.

B3.3 The executive committee, consisting of the officers of the board, shall have the authority to act in lieu of the whole board in emergencies subject to subsequent approval of the board.

B4 Responsibilities of the Board Officers

B4.1 President:

Monitor the performance of the board in following its policies.

Prepare board meeting agendas in consultation with the general manager.

B4.2 Vice President:

Assume the responsibilities of the president in his or her absence.

B4.3 Treasurer:

Assure availability of financial statements; assist the board in making financial policy.

B4.4 Secretary:

Timely preparation of the minutes of board meetings.

B5 Board Qualification

B5.1 Directors shall be members of the Cooperative in good standing, and shall have no overriding conflict of interest.

B6 Board Size

B6.1 The board shall consist of between 5 and 9 members.

B7 Board Meetings

B7.1 Meetings shall be held monthly.

B7.2 The board shall self-evaluate against policy at the end of each meeting.

B8 Board Perpetuation

R1 Accountability of the GM

R1.1 As the sole official link to operational organization, the performance and accountability of the organization shall be considered the performance and accountability of the GM. Accordingly:

R1.2 The expected output of the GM is to bring the Co-operative towards accomplishment of Board policies on Ends, while operating within the Board policies on Executive Limitations.

R1.3 The Board and its individual member/owners will refrain from evaluating or instructing, either formally or informally, any staff other than the GM.

R1.4 In the implementation of an Ends policy, within Executive Limitations, the GM may delegate authority, though he/she remains solely responsible for the Co-operative's performance.

R2 Delegation to the GM

R2.1 The Board shall instruct the GM through written policies that prescribe the organizational Ends to be achieved, and describe situations and actions to be avoided, allowing the GM to use any reasonable interpretation of these policies.

R2.2 As long as the GM uses any reasonable interpretation of Board policies and Executive Limitations, the GM is authorized to establish all further policies, make all decisions, take all actions, establish all practices and develop all activities.

R2.3 The Board may change its policies on Ends and Executive Limitations, thereby shifting the boundary between Board and GM domains. By doing so, the Board changes the latitude of choice given to the GM. But as long as any particular delegation is in place, the Board will respect and support the GM's choices.

R2.4 No violation or anticipated violation of Board policy should ever be kept from the Board. If the GM deems it necessary to violate Board policy, he/she will inform the Board as follows: notify the President immediately verbally, and notify the full board in writing no later than the next regular Board meeting. Response, either approving or disapproving does not exempt the GM from subsequent Board judgment of the action.

R3 Monitoring GM Performance

R3.1 The Board will track operational performance by monitoring in such a way as to have a assurance of policy compliance. Systematic and rigorous monitoring of the GM will solely be against the only expected GM job outputs: organizational accomplishment of Board policies on Ends, and operation within Board policies on Executive Limitations.

R3.2 Evaluation will be conducted annually at the GM?s hire-anniversary. New hires may be given an interim evaluation after six-months.

R3.3 Evaluation will be performed by the chair with the assistance of others as designated by the chairman.

The evaluation outcome shall be approved by the board as a whole, and action shall be taken by the board as a whole.

The General Manager shall respect the following limitations.

X1.1 Avoid conflicts of interest.

X1.2 Assure that store operations are conducted in adherence to applicable laws.

X1.3 Maintain ethical and truthful relations with staff, customers, owners, and the board.

X2 Staff Treatment

X2.1 Prevent discrimination among staff based on gender, race, religion, or sexual orientation.

X2.2 Maintain a written Personnel Manual which clarifies policies and procedures for staff, provides for effective handling of grievances and is implemented in a consistent and fair manner.

X2.3 Evaluate each staff member as prescribed in the Personnel Manual.

X2.4 Assure that the ratio of compensation of the highest to the lowest paid staff member does not exceed five to one, factoring hours worked into the computation.

X3 Board Communications

X3.1 Make the board aware of all current trends and internal events that may affect the assumptions upon which board policy is based.

X4 Customer Service and Value

X4.2 Insure that Co-op products and services meet the needs of our customer base.

X4.3 Implement customer service training programs for all employees.

X4.4 Maintain a means for all customers and member/owners to provide input and obtain substantive response concerning the service, quality, and value of shopping.

X4.5 Produce and implement a plan for the education of member/owners and the community at-large to increase the appreciation of co-operative ideas and principles. The key focus of this education will be on nutritional, social, political, environmental and economic issues as they relate to food.

X4.6 Maintain high standards for quality and freshness.

X4.7 Provide customers with a safe and pleasant shopping environment. Promote a safe and pleasant shopping experience for our customers, including superior customer service that sets us apart from other grocery stores.

X4.8 Assure that member labor is well organized and used efficiently and productively in the co-op.

X4.9 Assure that membership growth meets the target set by the board.

X5 Financial

Actual financial conditions and performance shall not incur fiscal jeopardy or compromise board policies on Ends.

Accordingly, the General Manager shall neither cause nor allow:

X5.1 The organization to incur indebtedness other than trade payables incurred in the ordinary course of doing business and/or leases for equipment required in the ordinary course of doing business.

X5.2 Use of reserve funds for any purpose other than that required by the reserve fund.

X5.3 Settlement of payroll, debts, and taxes in other than a timely manner.

X5.4 Expenditures that deviate materially from the budget except as agreed by the board.

X5.5 Expenditures that deviate materially from board policies on Ends.

X5.6 Net income after taxes and discounts that falls substatially short of budgeted values.

X6 Financial Reporting

The general manager shall assure that timely and accurate financial data is availabel to the board.

X6.1 The General Manager shall submit monthly financial reports one week in advance of board meetings in GAAP format.

X6.2 The General Manager shall provide the board with financial analysis, including including treatment of major trends and deviations from budget.

X6.3 The annual budget shall be submitted by the General Manager no less than one month prior to the February board meeting.

X7 Other

X7.1 Assure that facitilities and equipment are maintained in good condition.

Systematic and rigorous monitoring of General Manager job performance will be solely against the only expected General Manager job outputs: organizational accomplishment of board policies on Ends and organizational operation within the boundaries established in board policies on Executive Limitations. Accordingly:

M1 Monitoring is simply to determine the degree to which board policies are being met. Data that do not do this are not monitoring data.

M2 The board will acquire monitoring data by one or more of three methods:

M2.1. By internal report, in which the General Manager discloses compliance information to the board.

M2.2. By external report, in which an external, disinterested third party selected by the board assesses compliance with board policies.

M2.3. By direct board inspection, in which a designated director or directors assess compliance with the appropriate policy criteria.

M3. In every case, the standard for compliance shall be any reasonable General Manager interpretation of the board policy being monitored.

M4. All policies that instruct the General Manager will be monitored at a frequency and by a method chosen by the board. The board can monitor any policy at any time by any method, but will ordinarily depend on the following routine schedule:

Finance (X5): November , February, May, August

Marketing and Outreach : December, March, June, September

Expansion (E4) : January, April, July, October

Ends (E): Annual retreat: October

Board (B) self-review: April