Run for the Board.

This policy is monitored annually by direct inspection by the Board. Last revised: 12/2014 The Board commits itself and all individual Board members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting or appearing to act as Board members. G.3.1 The Board will “speak with one voice,” that is, all Board members will support and defend the decisions made by the Board as a whole. G.3.2 Because the Board speaks with one voice, Board members may not attempt to exercise individual authority over VFC operations except as explicitly set forth in Board policies. a) Board members’ interaction with the public, press, or other entities must recognize these limitations as well as the ineligibility of any Board member to speak for the Board as a whole except to repeat explicitly stated Board decisions. b) Board members will voice no judgments about the performance of the General Manager or the staff, publicly or privately, except during Board meetings as that performance is assessed against explicit Board policies by the official process defined in Board policies. c) Individual Board members must recognize their lack of authority in any interaction with the General Manager or with staff, except as noted above. All decisions affecting the staff will be reported to the staff by the General Manager unless the Board directs otherwise. d) Board authorization of individual Board members to act on behalf of the Board will be rare, will state explicitly the expected outcome and responsibility, will be limited in time and scope, and must be clear to all Board members. e) Board members have a responsibility to ensure that their actions or statements are clear and will not be interpreted as speaking for the Board or with individual authority. G.3.3 Board members must represent un-conflicted loyalty to the interests of the VFC owner membership. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups or staff. It also supersedes the personal interests of any director acting as an individual consumer of VFC’s services and any philosophical or political belief or personal associations. G.3.4 Board members must avoid conflicts of interest with respect to their fiduciary responsibility. a) There must be no self-dealing or any conduct of private business or personal services between any director and the VFC, except as procedurally controlled, to assure openness, competitive opportunity, and equal access to inside information. b) When the Board is to decide an issue about which a Board member has an unavoidable conflict of interest, that member must absent herself or himself, without comment on the issue, from the deliberation and the vote. c) Board members must not use their positions to obtain for themselves, family members or close associates employment within the organization. Should a Board member desire such employment, he or she must first resign. d) Board members will disclose their involvement with any vendors, other organizations, and activities that might produce a conflict of interest. If at any time during a Board member’s term of office, a conflict of interest arises with employment, family, close associates, staff, or others, she or he must immediately report the facts to the full Board. G.3.5 An individual Board member shall maintain confidentiality as needed to protect the Cooperative’s interests and financial viability. Directors shall not discuss disputed or confidential corporate actions, policies, or issues with Cooperative’s members, employees, or the general public unless the Board has decided that such information are no longer confidential. All issues related to personnel, real estate, business strategies and goals, pending litigation, and details of the Cooperative’s financial status will be considered sensitive issues subject to confidentiality unless or until the Board as a whole approves full disclosure. G.3.6 Board members will act in accordance with all relevant state and federal laws, the Articles of Incorporation, the Bylaws, and Board policies. a) A director is expected to regularly attend board meetings, the annual owner meeting and the annual board retreat. Attendance is acceptable via electronic means. A director who misses three regularly scheduled meetings within a fiscal year will be considered out of compliance with this policy. b) A Board member who consistently demonstrates lack of preparation, disregard of policy-making principles, a tendency to stray from governance or otherwise disrupt Board meetings, may be cautioned by any Board member. If, in any Board member’s judgment, this conduct is such as to greatly hinder the Board in doing its job, he or she may ask the President to proceed under the Vote of No Confidence policy. c) In any violation of Board policy, the Board member involved or any Board member who has knowledge of the violation must immediately notify the Board President. 1) As a self-policing Board, all Board members are responsible for Board discipline. 2) A Board member’s own reporting of a violation does not exempt the Board member from subsequent Board action. However, it demonstrates good faith, and mitigating circumstances may be considered by the Board. 3) Failure to report a known violation shall be considered a breach of duty. 4) The Board expects the General Manager to report any violation of policy to the Board President. G.3.7 Vote of No Confidence: A Board member who by a vote of the Board has been found to be in violation of Board policies or the Board code of conduct and in whom the Board has no confidence shall be expected to resign from the Board. The Board shall use the following procedure for a Vote of No Confidence: 1) Any Board member who, after consulting with the Board President, wishes to proceed to a Vote of No Confidence for a violation of Board policy must submit the case to the Board in writing, referring to the specific policy or policies, and labeled as a confidential document. Discussion and action on a Vote of No Confidence shall be conducted in executive session at a special Board meeting noticed to Board members according to the Bylaws or cooperative statutes. No one shall be allowed in an executive session on a Vote of No Confidence except Board members. 2) The Board member(s) who is/are the subject of a Vote of No Confidence action shall have the opportunity to defend their actions in executive session. 3) In executive session, the President has responsibility for articulating the facts of the policy violation and making the motion for the no confidence resolution. The formal motion will be made as follows: “The Board finds ____________________ in violation of Board policy. Having no confidence in her/him, we ask for her/ his resignation from the Board.” Quorum will be determined excluding the parties on whom the vote is being taken. A majority vote of those Board members voting, excluding abstentions, at the meeting is required to pass the motion. The Board will vote by signed ballot. A member who is the subject of the resolution has a clear conflict of interest and must abstain. Other Board members who have a personal relationship with the subject of the motion must bear in mind their statutory responsibility to put the interests of the organization above their personal relationships and if they cannot do so, must also abstain. 4) In each case when a Vote of No Confidence is taken, a majority vote of those Board members voting, excluding abstentions, will decide whether to publish the resolution in the cooperative’s monthly newsletter along with the outcome of the Board’s vote on the resolution and the vote of each Board member. 5) The responsibility for the Vote of No Confidence procedure is assigned to the Board President. She/he has the authority to convene executive sessions and to take such actions as necessary to facilitate the process. If the Board President is the subject of the policy violation, this responsibility passes to the Board Vice President. The duty of Board members and the General Manager to report policy violations would then redirect to the Vice President. In the event that the Board President and Vice President are the subjects of the policy violation, the full Board assumes responsibility for the procedure and reporting and will designate an acting Chair for the executive session.

Your complete answers to the following questions may be placed on the Viroqua Food Co+op website, in the Heart Beet newsletter, on social media, on the ballot, and in other places where board information is shared with the membership. Submitting this application gives the Viroqua Food Co+op permission to use your answers publicly. Please limit each answer to 150 words.