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NEW MEAT ON THE BOARD AND SHELVES: THE ANNUAL MEETING
The Annual Meeting began with the usual droning of the annual financial statement by the coop's outside accountant, Henry Singer. Despite the coop buying the Building Next Door for $867,500, getting bank loans of $3.4 million and contracting for $1.7 million of renovations, there was little change since last year's statement because almost all Building Next Door activity occurred before and after last fiscal year. Till January 2001 the Building Next Door sat untouched, a white elephant costing the coop $277,000 during political squabbles over who will renovate it and how, and over how far the coop will bend over for the bank.
So at the Annual Meeting, we focused on minutia such as why bank charges dropped to a surprisingly low third of the previous year's levels. Singer suggested that it would be unwise to draw the bank's attention to such a windfall. Addressing relatively stagnant sales, he said that the completed Building Next Door would require more members and more sales per member.
We voted 68-0 with 3 abstentions to accept the statement, and later discussed whether to rehire Singer. He'd been the coop's outside auditor for 24 years, and some Annual Meeting attendees asked he if was still up to snuff. "What qualifies him to handle a $10 million firm?" one asked. "He's grown too!" retorted a Jewish-grandmother type.
Actually, Singer hasn't; the coordinators said he is a solo practitioner who shares an office and has turned down other large jobs. But they said that he knew the coop well, and that he took seminars to maintain his skills. "He's small, but $10 million is small," said top coordinator Joe Holtz. "Do we have his bio or resume?" asked Riana McLoughlin, the coop secretary. "He's competent, detail-oriented, and I feel really good about him, but no, I don't have a bio," said Holtz. "We've never asked him to write one."
"It's insulting!" grumbled the Jewish grandmother. The meeting voted 71-1, with 4 abstentions, to use Singer next year.
Besides approving the accountant's statement and the accountant, we voted 68-0 with 11 abstentions to approve an obscure bylaw change, the high number of abstentions attesting to its incomprehensibility.
The meat of the meeting was the board elections -- but there was also other meat. A couple of months ago, the General Meeting voted to hold a coop-wide referendum on whether to add organic meat to the shelves. Since then, anti-meat members standing in front of the coop had distributed flyers showing the economic, nutritional, and moral ills of meat, and the Linewaiter's Gazette, the coop newspaper, bulged with letters to the editor.
Had the ballot box been only on the shopping floor, the veggie campaigners might have swung the vote. But the referendum ballots had been mailed to all members and could be mailed back, away from the influence of the sidewalk campaigners. Tonight, the Annual Meeting chair said that the referendum vote was 1,086-561, with 80 abstentions, in favor of meat. A decisive win for carnivorism.
Some plant-eaters wanted to overrule the referendum via a new GM vote, not understanding or caring that a previous GM had approved the referendum in the first place. Others complained that muddled instructions had misled them into thinking they could vote on meat that night. Even if all meeting attendees claimed to have missed the referendum and then added veggie votes to it, they would not overturned the nearly two-to-one margin. But after the audience begged, just for fun the chair allowed a straw poll among those who claimed they had not voted in the referendum. Meat lost 13-18, to laughter and applause. "Moral victory!" said a veggie.
The main meat of the meeting was the election of new members of the board of directors. The coop has a tradition of its board of directors existing only to rubber-stamp GM decisions, for legality's sake. But since GMs themselves often rubber-stamp the coop coordinators' wishes, thanks to coordinator activism and member apathy, some members view the board more like a potential Supreme Court than an Electoral College.
Besides one staff member (Holtz, of course), the board comprised five members elected at past Annual Meetings. Three seats were open -- two full three-year terms, plus the remaining term of Melinda Antirevolutionary Marx, a coordinator loyalist who had resigned after skipping several meetings. The two candidates getting the most yea votes would get the three-year terms, the third most popular candidate would get the shorter term, and the two least popular candidates would be losers.
Candidates each had one scant minute to speak and three minutes to answer audience questions. The first, Ken Garson, was an earthy-crunchy member who has cochaired several GMs and is part of the anti-genetically-manipulated-foods propaganda subcommittee of the Environmental Committee. A coordinator-supported candidate, he said that a board member vetoing a GM decision "breaks [the] process" of the board following the GM's democratic discussion and voting. He said that if he disagreed, as a board member, with the GM, he would not oppose it but would instead just express his opinion.
A member asked, to general laughter, what Garson would do if the GM voted to give the coop away to the John Birch Society. "Do you recognize your fiduciary responsibility?" If you didn't oppose the GM on that, continued the member, you'd violate the law. Garson acknowledged his responsibility but said that if coop structure could allow a John Birch takeover, then that structure needed to be changed, and that the board of directors was not a solution to such a problem. When asked what a board member's qualities should be, he suggested being a role model, encouraging member involvement, and trying to be responsible.
Coop secretary McLoughlin was the next candidate. Cute, she was supported not by the coordinators but by Eric Schneider, the departing board member and president who acted not just to approve GM decisions and sign papers, but also -- controversially -- acted outside of GMs to monitor coop business. McLoughlin said simply that her "exciting duty" of taking the GM minutes -- another recent Schneider initiative; minutes had been opposed by the coordinators -- meant that she had "to pay attention throughout the whole meeting, which can be kind of stressful." She also plugged the new Boycott Committee she'd initiated. "So I'd like you to vote for me."
McLoughlin did not cast herself as activist as Schneider, not as a Girl Scout to Garson's Boy Scout ideals. When asked how a board member could get coop members involved, she admitted no "lofty ideas," adding that board members rarely did more than attend meetings, unless they were also on a committee. She suggested more civility at the GMs and during shopping.
The next candidate, Audrey Miller Komaroff, not cute, was a coordinator and longtime member who was relatively unknown at GMs till few months earlier at her debut meeting, which had voted to limit coordinators' Gazette endorsements of candidates -- normally in their prominent columns -- to letters to the editor. At that meeting, she had called the proposal "virulent anti-coordinator stuff" and stomped out before it ended. Tonight, she called her candidacy the "first time I've ever gotten involved politically," said that she didn't see any need for changing the governing structure, and said that "I don't see anything negatively."
When an audience member said that attending GMs was "almost a prerequisite" and asked how many Miller Komaroff had been to, she said that she hadn't been a regular attendee due to her daughter's young age. When asked how chairing of meetings could be more efficient -- for her Gazette-published campaign statement had said that the meeting she'd attended, "the chair's choice of speakers during a discussion was blatantly biased" -- she said "communication," and that if you don't come to the GM with a personal agenda, "you can do a lot more."
Board member and coordinator booster Electromagnetic Israel then said the chair should make time for statements of support of candidates, but said "Screw you" when the chair said that wasn't in the rules.
Clean-cut John Urda, the next candidate, said that he had seen too many "psycho meetings" with badly behaving board members, so "If you vote for me, it's a vote for sanity." He said that the GM-attending members were the coop's decision makers, but that a board member could refuse to approve a GM decision on the grounds of questionable legality, fiscal liability, or a conflict of interest. When asked why he felt qualified to second-guess GM decisions, he said he had fiduciary experience because he was a lawyer ("Don't hold that against me.")
Cochair Stana Weisburd, the last candidate and also cute, denied Miller Komaroff's charge of chair bias, and said that at that past meeting, Miller Komaroff should have stayed for the criticism/self-criticism wrap-up. Miller Komaroff, her first questioner, reiterated her charge -- "I saw things that happened" -- and said that Weisburd should have approached Miller Komaroff. "I didn't know you had a problem at the time," Weisburd replied. "After the vote, I saw you hiss and leave." Weisburd added that that wasn't good behavior for a board candidate. When Weisburd said that Miller Komaroff should have come to her, Miller Komaroff nodded, and the two reportedly chatted about the issue later in the meeting.
Finally we voted, though we had to wait for the cochairs to distribute ballots that hadn't been available at the door when we had signed in. It was as the votes were tallied that we discussed rehiring the accountant and negating the meat referendum.
But we also discussed proxies after one member complained that this ballot was "meaningless" since proxies would decide the vote. To which the chair lamely replied that "we all walk away with something after discussion. . . . This functions as a discussion of sorts." When more independent members less likely to rubber-stamp General Meeting decisions began to be elected to the board - especially the 1996 trio who vetoed the GM approval to pursue the Building Next Door - the coordinators began stockpiling proxies from members unable to attend the GM, not just to ensure a legal quorum, but to outvote Annual Meeting attendee support of board candidates they distrusted.
Last year, this power was partly rolled back by a GM decision to require "directed" proxies that specified board candidates, replacing "undirected" proxies that gave the coordinators who held them carte blanche to vote for whomever they wished. At last year's Annual Meeting, the first use of directed proxies still gave the coordinators overwhelming voting power in the board election, installing Marx and defeating Weisburd despite opposite voting among meeting attendees. With the coordinator voting bloc tempered again, this time with the letters-to-the-editor restriction, what would happen this year?
The cochairs announced the results. The coordinators' three favorites had won, with the two top vote-getters, Garson and Urda, receiving the two full terms and Miller Komaroff, who scored third, receiving the remaining term of resigned director Marx. Had proxies been ignored and only the votes of the Annual Meeting's attendees counted, Urda and McLoughlin would have won the two full terms, with Garson winning the short term. Miller Komaroff would have been disqualified for receiving more nays than yeas.
We then elected from the board members a president; it was too late to fiddle over who would become veep, secretary, and treasurer. The nominees for president were Garson, Miller Komaroff, and Urda.
Someone suggested that the candidates forgo new grilling since they'd already spoken as board candidates, but one audience member objected. Urda said that if elected president he would follow the example of outgoing president Schneider, showing leadership on some issues. In contrast, Miller Komaroff said that the presidency was "a thing the state tells us we have to do . . . in case a document has to be signed." Board member Israel asked whether it would be nice for the coop to have a woman president, and Miller Komaroff agreed.
Garson said that the coop presidency "is an incredibly meaningless term and I promise never to bring it up if I am elected." This prompted a member to ask if Garson understood the legal responsibilities of the presidency, to which Garson replied, "I might. Mostly signing. I would take the advice of the staff and the membership." "Don't you feel that you should have some extra oversight . . . of this multi-million-dollar business? You have some awesome legal responsibilities," said another. Garson replied that such oversight would be useful, but that the board of directors was not designed for that.
The audience elected Urda president by a vote of 28-6, with Garson almost as popular at 25-9. Miller Komaroff, unpopular without coordinator-influenced proxies to back her up, was rejected for the presidency by a vote of 8-21.
The board of directors, including its new meat, then voted 5-0 to approve each of the meeting's decisions. Over half of the audience had long since left. "The meeting has evaporated before my eyes," said the chair, who abandoned the usual closing rituals and urged us to leave ASAP.
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