Petition to Take Back La Montañita Co-op

We, the undersigned, comprising at least one-tenth (1/10th) of the membership of La Montañita Co-op, demand a Special Membership Meeting (SMM) to remove Board members, elect new Board members, pursuant to New Mexico State Statutes, Article 4, Cooperative Associations (Statute), Section 53-4-10. [1] and La Montañita Food Cooperative (Co-op) Bylaws, Section 1.5. [2]

We expect the President of the Board to call the SMM within thirty (30) days of this demand, as stipulated in the Co-op Bylaws, Section 5.43 and NMSA Section 53-4-10. [1] We also request that the President send a written confirmation of receipt of this petition within seven (7) days. We further expect the Secretary of the Board to notify Co-op members of the time and place of the meeting no less than two (2) weeks prior to the meeting, as per Section 53-4-11. [4] of the Statute and Section 5.1a [5] of the Co-op Bylaws. We expect this notification to be provided by mail or e-mail to the address on record for each member, as per the Co-op Bylaws Section 5.4, [3] and request notification cards be handed out at store cash registers. We request that the Board and petitioning group leadership mutually agree upon the location of the SMM and the meeting facilitator, who is a neutral third party without ties to La Montañita Co-op.

The agenda for the Special Membership Meeting will be comprised solely of the following items and should be provided to each member with notice along with a link to more detailed concerns at www.TakeBackTheCoop.com.

1. Vote to appoint facilitator for the Special Membership Meeting
a. Nominations from the floor
b. Vote by the general membership on appointment of a facilitator

2. Vote to remove board members
a. Summary of reasons for removal of Board members by the petitioning group per the Co-op Bylaws, Section 1.5. [2]
b. Two (2) minutes will be given for each Board member to be heard, per Statute, Section 53-4-20. [7]
c. Vote by the general membership on removal of the seven (7) current Board members, as per Statute, Section 53-4-20. [6]: Ariana Marchello; Tracy Sprouls; Lisa Banwarth-Kuhn; James Esqueda; Greg Gould; Tammy Parker; Courtney White.

3. Vote to elect new board members
a. Each candidate will be given two minutes to speak.
b. Vote by the general membership for up to nine (9) Board members, filling the two (2) interim Board member positions and up to seven (7) Board member positions which may be vacant (per agenda item #3), per the Co-op Bylaws 2.5. [7]

4. Vote on proposals (These are directions to the newly elected Board from the member-owners.)
a. Summary of the proposal items by the petitioning group
b. Vote by the general membership on the proposals:
i. Remove Dennis Hanley from the General Manager position; replace with a new interim General Manager; commence a search for a new permanent General Manager.
ii. Review the senior leadership structure and personnel, with changes to be made as needed, by the Board.
iii. Conduct a thorough investigation into the financial dealings of La Montañita Co-op with CDS Consulting, NCG (National Co+op Grocers), and UNFI (United Natural Foods, Inc.). The Board shall make a full report to its members within three (3) months.
iv. Remove the Policy Governance model; return to a Democratic Member Control model with a responsive and transparent Board; create a system and structure so that member-owners can vote on major Co-op decisions.
v. Terminate all business relationships and contracts between La Montañita Co-op and CDS Consulting.
vi. Remove the “Clean Fifteen” and all conventional produce (except local, pesticide-free produce) from Co-op stores and the CDC, effective immediately.
vii. Create a comprehensive Food and Products Manual to establish purchasing guidelines for La Montañita Co-op, with input from workers and member-owners, and a direct vote by member-owners on the final Manual.

New Mexico State Statutes and La Montañita Food Cooperative Bylaws related to this petition:

[1] 53-4-10. Regular and special meetings.
Regular meetings of members shall be held as prescribed in the by-laws [bylaws], but shall be held at least once a year. Special meetings may be demanded by a majority vote of the directors or by written petition of at least one-tenth of the members, in which case it shall be the duty of the secretary to call such meeting to take place within 30 days after such demand. Regular or special meetings, including meetings by units as hereinafter provided, may be held within or without this state as the articles or by-laws [bylaws] may prescribe.

[2] Section 1.5.
The ultimate control of the Association shall be vested in the membership specifically to:
1. Support the Association economically by making capital contributions and patronizing its services.
2. Elect a representative Board of Directors to manage the affairs of the Co-operative, and remove them from office if they are derelict in their duties.
3. Develop, in concert with the Directors, long-range goals and objectives for the Co-operative.
4. Delegate appropriate powers to the Board of Directors and its committees and managers in conjunction with overall guidelines for their performance.
5. Hear and act on reports of officer, managers, and committees of the Association.

[3] Section 5.4. SPECIAL MEETING OF THE MEMBERSHIP.
The President shall call a special meeting of the membership within thirty (30) days of receipt of written request to consider one or more specific agenda items signed by one-tenth (1/10) of member households, or when called by a vote of the Board of Directors. If one or more of the agenda items is a change in the Bylaws, then the special meeting shall be called within forty- five (45) days of receipt of written request. The notification of the meeting shall include the purpose and all agenda items. The notification will be provided by mail, e-mail, or other designated electronic medium to the address on record at the Co-op for each member.

[4] 53-4-11. Notice of meeting.
The secretary shall give notice of the time and place of meetings by sending a notice thereof to each member at his last-known address not less than the number of days in advance of the meeting specified in the by-laws [bylaws]. In case of a special meeting the notice shall specify the purpose for which such meeting is called.

[5] Section 5.1.a. GENERAL MEETINGS
There will be at least one general meeting of the member-owners each year to discuss major issues. The proposed agenda for each meeting shall be provided by mail, e-mail, or other designated online method to each member as notification at least two weeks in advance of the general meeting. The agenda shall also be posted in the store. A quorum of members from forty (40) households shall be required for conducting business and making decisions.

[6] 53-4-20. Removal of directors and officers.
A director or officer may be removed with or without cause, by a vote of two-thirds of the members voting at a regular or special meeting. The director or officer involved shall have an opportunity to be heard at said meeting. A vacancy caused by any such removal shall be filled by the vote provided in the by-laws [bylaws] for election of directors.

[7] Section 2.5.
If membership on the Board should fall below nine (9) members for any reason (e.g., resignation or disability of a Director), the Board may select as many members as may be required to have nine (9) Board members. Board members selected in this manner shall serve only until the next member meeting or election, at which time the membership shall elect Board members to fill the unexpired terms of any Board positions filled by the Board. Candidates considered for this selection shall meet the same requirements as candidates during regular elections.