Deadline: Thursday, June 30 at 4:30 p.m.

• General Information for Board Candidates
• 2011 Board Meeting Dates
• Roles and Responsibilities
• Code of Conduct
• Application

General Information for Board Candidates

Applicants must be active members in good standing of the Wedge Community Co-op.

Applications will be reviewed by the Nominations Committee, which is comprised of a board member, a member of the Wedge management staff and a member-owner.

The Nominations Committee will review applications; applicants selected for an interview will be contacted by a committee member. Interviews will take place the week of July 18. The Committee will determine a final slate of candidates and forward its recommendation to the Board of Directors. The Wedge Board of Directors will give final approval of the recommended slate at its August 18, 2011 Board meeting. Candidates will be notified of the outcome by the end of August.

Applicants selected for the nominations slate will be required to provide references and submit to a credit and background investigation.

Traditionally, the election issue of our Newsletter, At the Wedge, includes a candidate statement. In addition to the candidate statement in the newsletter, the Nominations Committee is considering additional methods of communicating information about the candidates with the membership that may include Quick Time Videos available on our website and "Meet the Candidates" forums.

In late September, the candidate ballot will be sent to the nearly 15,000 member-owners of the Wedge in the October/November Newsletter. The election period begins approximately October 1st and ends at our Annual Meeting on Wednesday, October 26, 2011. Election results are announced at the Annual Meeting. If you are unable to attend the meeting you will be notified of the outcome on Thursday, October 27, 2011.

Directors serve a term of 3 years, beginning after the October 26, 2011 Annual Meeting. Newly elected directors will be expected to attend a series of board orientation sessions prior to their first official meeting on November 17, 2011.

The Board of Directors determines compensation for board members. The current compensation is $8,409 per year (more for officers), paid quarterly. The Board reserves the right to withhold compensation from any director not fulfilling their responsibilities. Director compensation is subject to change by a vote of the entire board.

Criteria considered by the Nominations Committee for board candidates will include:

• Completeness of application
• Ability to perform the responsibilities and expectations of board members
• Collaborative communication skills
• Leadership qualities
• Ability to understand and analyze financial issues and statements
• Previous board, committee or other group experience
• Combination of strengths, skills and experience
• Availability for board and committee meetings

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2011 Board Meeting Dates

Meetings are held from 5:30 – 8:30 PM. Meetings may be extended by consent of the Board. Additional meetings may be scheduled as needed.

• Thursday, January 20
• Tuesday, March 29
• Thursday, May 19
• Thursday, June 23
• Thursday, August 18
• Thursday, September 22
• Thursday, October 20
• Annual Meeting - Wednesday, October 26 - Location to be Determined
• Thursday, November 10

Committee Meetings

Economic and Trusteeship Committee meetings are generally held the first week of each month in which a regular board meeting is held. Additional meetings may be necessary to complete the work of the committee.

Leadership Committee meetings are generally held the second week of each month in which a regular board meeting is held. Additional meetings may be necessary to complete the work of the committee.

WedgeShare & Nominations Committee meetings are held as necessary throughout the year.

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Roles and Responsibilities of the Board of Directors

Members own and patronize the co-op. Members elect the Board to direct the co-op on their behalf. The Board hires the General Manager to manage the co-op under its direction. The General Manager hires staff to operate the store according to his/her interpretation of the Board's direction. The staff serves the customers, who are members and potential members.

Board Responsibilities:

• To set long-range goals and to ensure planning for the future
• To provide oversight for sound management of the co-op's resources
• To act as trustees on behalf of the members

To fulfill these responsibilities, the Board must focus on four key areas:

1. Hiring, supervising, and evaluating the co-op's manager
2. Planning for the co-op's future and approving management's plans for expansion and/or major store changes
3. Monitoring financial performance of the co-op
4. Recruiting new directors to ensure a well-qualified board

The Board does much of its work in three committees:

Leadership: Provides guidance for the overall work of the Board in areas such as setting goals, strategic planning, and establishing policies. A few examples:

• Recommend decisions regarding the hiring/termination, evaluation, and compensation of the General Manager.
• Review policies and practices relative to membership requirements, code of ethics, standards of conduct, conflicts of interest, etc.
• Study and suggest any necessary changes to the articles or by-laws.

Economic: Brainstorms, problem-solves, and evaluates decisions for the purpose of positively affecting the value of the Co-op for its membership. A few examples:

• Update the Board on the status of the Co-op's financial condition.
• Develop long-term capital plans that include capital reserves, patronage policy and distribution recommendations, borrowing or other leverage considerations, divestitures and acquisitions, etc.
• Recommend auditor to perform annual or interim audits and scope of audits.

Trusteeship: Initiates recommendations for policies and actions that help the Board serve the sustainable needs and wants of the Co-op's members and community. A few examples:

• Conduct market research about members and customers.
• Manage WedgeShare and other philanthropic activities of the Co-op and recommend contributions.
• Suggest public positions that the Co-op could take in the way of community activism, legislative lobbying, endorsements, etc.

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Board of Directors Code of Conduct

The Board of Directors adopts the following Code of Conduct to guide the behavior of the Directors and to clarify any uncertainty that may exist now or in the future. The Code of Ethics addresses two issues:

• The authority of the Board of individual Directors
• General rules applicable to Directors' conduct of co-op business

The bounds of authority as outlined in this code serve as a medium by which greater unanimity and closer coordination can be effected between Directors and among Directors, management, and co-op employees.

Authority: The Board and its individual Directors recognize its authority as being limited to overseeing the affairs of the cooperative in a manner deemed beneficial to the cooperative as a whole; to employing a manager to be responsible for the overall and day-to-day management of the business under the direction of the Board; and to carrying out other duties as provided by the bylaws or by general or specific corporate laws.

Limits to Authority: Each Director recognizes that, except when the Board is in formal meeting, his/her authority is equal only to the rights and authority of any individual member of the cooperative. Board members do not pursue individual projects as representatives of the Board, without the sanction of the Board. No individual Director may take action on behalf of the cooperative alone unless explicitly delegated that authority by action of the Board. Any Director may make suggestions as a member of the cooperative to the staff and is encouraged to do so using the vehicles available for members; however, no individual Director may direct the work of the General Manager or his/her staff or make any request for action from the same. Any direction given to the General Manager must be made either by the Board as a whole through formal Board action or through the Chair of the Board as the agent of the Board.

Managerial Authority: The Board recognizes the authority of the General Manager, as provided in the bylaws or as established by general corporate practice, to manage the affairs of the cooperative. The General Manager shall employ, supervise, and discharge all employees, agents, and laborers and engage in all negotiations and discussions on behalf of the cooperative as necessary and/or directed by the Board.

Disagreement: The Board agrees that, while an individual Director may disagree with a policy or action adopted by the majority of the Board, s/he must support said policy or action as being the considered judgment of the Board. Such an individual Director shall have the right and duty to present further evidence and argument to the Board for further consideration in a manner consistent with the Board's practices, and the Board shall have the duty of reconsidering its actions appropriately. If the Director chooses to indicate his/her disagreement publicly, s/he will assert that the dissenting Director's position was fully heard. The dissenting Director will also declare his/her willingness to help the Board succeed in the implementation of the decision.

Confidentiality: The Board and each individual Director agree that all Directors shall use the utmost of professional judgment and discretion in discussing disputed or confidential corporate actions, policies, or issues with co-op members, employees, or the general public. All personnel, real estate, marketing, legal, strategic planning, and financial matters will be considered sensitive issues subject to Director's good faith and discretion unless or until made specifically clear by action of the Board as a whole.

Professional Conduct: At all times Directors shall recognize that they project an image as a representative of the cooperative and shall conduct themselves in a professional manner, which fosters confidence and reflects positively on the cooperative, its members, and its staff. All Directors will respect the rights of others—Directors, staff, and members—to communicate their ideas free from interruption and without intimidation.

Conflict of Interest: All Directors shall affirmatively and, at all times, disclose any/all economic conflicts of interest. Directors will refrain from self-dealing and/or conducting any private business and/or personal or professional services between themselves and the cooperative, or between themselves and the General Manager and/or staff, without first fully disclosing the nature of this activity to the full Board in advance. Directors will annually disclose their involvement with other organizations, with vendors, with associations, and with competitors that might produce a conflict, and then will disclose any changes at each subsequent Board meeting. When the Board has to decide upon an issue about which a Director has an unavoidable conflict of interest, the Director will absent him/herself without comment both from the deliberation of the issue as well as the vote.

Influence: Directors will not use their positions to obtain Wedge employment for family members and/or close associates. Directors may inform others of opportunities at the Wedge and may provide letters of recommendation in accordance with acceptable personnel practices.

Contact with Staff: These guidelines are intended to ensure that communications with staff members are consistent and clear.

1. Communication between Board members and the General Manager at appropriate times during Board or committee meetings is always allowed.
2. The Board president, as official liaison between the Board and the General Manager when the Board is not in session, may communicate any time with the General Manager.
3. Outside of meetings:
   1. Committee Chairs may communicate with the General Manager any time about committee business; however, to contact other staff about committee business, they should check with the General Manager first. Once the General Manager "opens the channel for communications" for a specific project, that channel remains open for the duration of the project.
   2. Committee members may communicate with the General Manager or staff to continue specific work previously sanctioned in a committee meeting.
4. Other Board members may discuss committee business with the General Manager with the approval of the Committee Chair; if this business leads to communicating with a staff member, the General Manager should be contacted first to "open the communications channel."
5. The Board Administrator can act as a helpful interface between a Board member who wants to contact a staff person, and that staff person. On request, the Board Administrator will get in touch with the General Manager and let the Board member know if/when contact is appropriate.
6. Informal conversation between Board members, the General Manager and staff is appropriate within reason.

Contact with Consultants: Our intent is to promote clear communications channels in order to facilitate consultants' work.

1. The Board president may communicate with any consultant and is responsible for approving consultant expenses.
2. Committee Chairs may communicate with any consultant performing relevant work for that committee, but will inform the Board President in advance.
3. Other Board members may communicate with consultants when relevant to their committee work and when approved by their Committee Chair.

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Board of Directors Application

Option 1

Download Application

We have an electronic option that allows you to complete your application online and submit it immediately. (Please print a copy for your records).

When submitting an application online, you must also:

• send an email to boadmin@wedge.coop
• subject line should read "board application" followed by your name
• attach your resume to the email, and
• attach your candidate statement to members to the email.

Option 2

Download Application

Print out the application and fill it out by hand. You may deliver your completed application to the customer service desk, or you can mail it to:

Wedge Co-op
Attn: Board Administrator
2105 Lyndale Avenue South
Mpls, MN 55405

When handing in or mailing in an application, you must also:

• attach your resume to the application, and
• attach your candidate statement to members to the application.

Any application received, whether submitted online or mailed, will not be considered complete without a resume and candidate statement.

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