QUARTERLY BOARD UPDATE

Dear Member-Owners,

Thank you for your patience and persistence in communicating with us and for the love of the Food Co-op. I ask you to forgive the pause in the quarterly newsletter started by Owen Rowe, former Co-op President, to provide greater transparency in a time of crisis. We have just barely caught our breath, and the Annual General Meeting just happened!

We learned from correspondence that recent appointments have not been viewed as transparent, and this letter is written with the hope of alleviating that concern and providing some updates. We understand that transparency is at the foundation of building trust.

For some of you who have been attending our public member-owner meetings, you’ve heard of the soccer theme that framed my initial approach to cooperative board work in the face of controversy in 2024 to 2025. We are making progress with it, so I’ll share it below as well as the “play-by-play” of important news and the thoughts behind choices, in case you haven’t been able to attend meetings where we share the information and answer any related questions that surface.

As a new President early in the winter of 2025, I stuck with a simple set of statements to guide myself, because no one on the then-existing board wanted to be president. The media coverage was relentless, and navigating conflict is never an easy pathway. We all knew we needed a president, and we all love the food options, environmental stewardship, and the social vision of the Co-op embedded in its history and members in the National Cooperative of Grocers.  Did you know that Frederick Douglass was a food cooperative member? Frederick Douglass and Co-ops in 1846 — The Food Co-op (Check out the quote from March 30, 1847 that in part is a bit of inspiration through facing conflict for the sake of one’s brethren.)

At the time I was seated as President, I was deep into family pick-up soccer games, and it seemed that everything I was learning on the field was helpful to intentional leadership through controversy and challenge. So, I asked member-owners at the first public meeting to:

  • Build Trust

  • Stick With It (this is what a beloved coach always says to encourage kids to stay with the ball even if it is hard, even if a player has lost the ball temporarily), and

  • Have faith in the face of uncertainty.

The member-owners did all of the above in remarkable ways, and I can’t thank you enough, personally. Nothing was easy for this volunteer board that has morphed multiple times and hit painful moments along the way. At times, we were moving so fast on things that the waves of accelerated and compressed work felt like they might topple the board. Thankfully, we have Sharon, our board assistant, to steady our collective efforts and Kenna’s deep experience in cooperatives to provide practical guidance.

Here is the “play-by-play” of important appointments in 2025 as well as an update on work-in-progress. I’ve used some headings so that you can jump to your areas of interest or confusion:

Monica LeRoux’s Appointment

  1. Monica was appointed as an interim Vice President and Treasurer by unanimous consent of the board. The board can fill a vacancy on the board with unanimous consent (Bylaws, Section 4.4). The board has the authority to take this action outside of a general meeting. (Bylaws, Section 4.7)

  2. Monica and I, collectively, filled the vacancies on the board left by Owen Rowe leaving the presidency, Diana Grunow leaving the vice-presidency and interim presidency, Debra Kronenberg leaving the board, and Sasha Kaplan stepping down from the Treasurer role. Fortunately, Sasha remained on the board at that time.

    (If Monica had not offered her help and if Diana had not expressed how much support that Sharon and Kenna offered in her brief tenure as interim President, I would not have volunteered to be President, because there were no anticipated smooth transitions of know-how on process or the unspoken rules of policy governance).

  3. Monica previously served as a former President and had the skills needed to mentor a new President who had less than six months of policy governance experience.

  4. Without Monica’s appointment, the board would have risked lacking a quorum at certain public board meetings. Even with her, there was one meeting where we could only take action on one item at a public meeting, because Logan had sent in his vote via email when two board members were delayed in attending virtually.

  5. Monica could not serve as the President, because of a particular limitation in the Bylaws on serving in two offices. One cannot be President and serve in another office—and we needed a Treasurer. (From Bylaws Section 4.10: “Any two offices may be held by a single person at the same time, except in the case of the person serving as president, who can hold only that office.”)

  6. Monica offered to assist the board solely through a three-month period which was enough time to host and facilitate accelerated elections to fill the four empty board seats (three empty board seats, and one for good measure to allow for an uneven number on votes in the event of tiebreakers). Monica did an amazing job communicating with candidates and emceeing a fantastic Cake with Candidates question and answer session. She was a fabulous “in crisis-to-calm” mentor for any president and really supported the board in an extraordinary way at a critical time.

We checked in with the four remaining board members (one of whom was non-voting and emeritus) prior to the election to check whether we needed to post four or five seats, since it had been raining resignations.

At the time, no one anticipated leaving for any reason though all had thought about it previously due to the extraordinary challenges of the year.

We were up to four resignations within a six-month period. It was unprecedented.

A Shuffling of Seats on the Board

  1. At the public board meeting following Monica’s appointment, the board elected its new officers:

    Rufina C. Garay, President

    Monica LeRoux, Vice President

    David Dunn, Secretary

    Monica LeRoux, Treasurer

Accelerated Elections and Additional Appointments

  1. For a board that typically had difficulty recruiting board members, the accelerated elections were a delightful and thoughtful experience with 11 engaged candidates who went through board training prior to running for election and who were well prepared for member-owner questions at the Cake with Candidates Q&A. So much of this success was due to the heavy lift of the Elections Committee spearheaded by Monica and Lisa Barclay (emeritus board member) with the help of Sharon and Kenna, Lisa Jensen, Tony Hillman, Andrea Stafford, Christopher Bunch and other staff in marketing and cake-making.

  2. After the count was completed and on April 11, ocean mason, Thea O’Dell, Seth Hunt, and Hank Walker were the successful candidates.

  3. Unfortunately, after the election results, world and life circumstances changed, and Sasha notified the board of her resignation after the elections.  We were so grateful for all that she did to continue service as long as possible.

    At this time, David Dunn, Monica LeRoux, Sasha Kaplan, and Lisa Barclay were all set to leave the board.  As the remaining board members, Logan Henderson and I were the only board members left to provide any continuity in the board transitions, but we were both relatively new to the board and had little mentorship and limited training online and at the Provender conference. My prior experience on boards of nonprofits or providing counsel to corporations was very different than working in a policy-based governance organization. We relied heavily on some Columinate consultants for guidance as a result.

    I did ask outgoing board members to consider becoming emeritus members, but the time of service felt complete for each.

    I want to thank them all for persisting and for turning around our work together. We shifted the energy of our public meetings and reached a level of cooperation and deeper discussions that really preserved the Food Co-op’s governance and leadership at an extraordinary time of growing pains and growth.

    Still, we needed more support on the board to do the work, and we didn’t have a solution.

Alicia Dominguez’s Appointment to the Board and Election as Treasurer

  1. With the fifth (and hopefully final) resignation between 2024 and 2025, I wanted to propose a candidate for appointment to fill the vacancy left by Sasha. (Bylaws, Section 4.4). Since most of the board was outgoing, I did not want to do this appointment via consent from the former board. I waited for the new board members in order to have their consent to any new board and team member.

    I was also already deep into the planning of the leadership retreat set for May 1 and 2 and also preparing for the public board meeting on May 7.

    Monica reminded me that I had the discretion to invite anyone to the leadership retreat, and so I informed the new board members that I would be inviting Alicia to participate in the retreat which included significant training and orientation work on policy governance and cooperatives with our facilitator.

    To build trust, leaders have to foster opportunities for people to trust each other. I made new board members aware that they would have an opportunity to consider Alicia for membership on the board and that we would have a consent form available, if they felt comfortable in making a decision to appoint Alicia at the end of the weekend of working together. If not, we would need to consider other possible candidates for appointment. Alicia knew this to be the process also.

    I proposed Alicia as someone with whom member-owners might have familiarity due to her candidacy bio on the website for the accelerated election. The board was not obligated to select anyone from the slate of candidates.

    I wanted someone who had attended each of the candidate meetings in-person, because that meant the person would have had more interactions with the new board members and also member-owners.

    In addition, I knew that two of the board members who left were the cooking demo board members; and in terms of team strengths, Alicia has worked as a professional chef on boats. As a professional chef, I knew this work means she has high organizational skills, a hospitality mindset, and likely, “make it happen” magic. I hoped that her cooking skills and mine would balance what we lost of the two board members’ in-store cooking demo contributions.

    I met Alicia only twice and learned of her deep rootedness with the boat trades community and her vibrant joy in working with people from our brief interactions at the two candidate meetings. I felt this infusion of energy would be good for the board.

    Remember my framework above, “faith in uncertainty,” the corollary is “trust your gut.” When it comes to chefs and cooks, sometimes it’s easy. All the board members approved her appointment; so as a new board, we were off to a great collaborative start demonstrating unity. To boot, Alicia has “mad cooking skills.”

    In the May public board meeting, the board elected its officers. The new slate of officers is:

    Rufina C. Garay, President
    ocean mason, Vice President
    Seth Hunt, Secretary
    Alicia Dominguez, Treasurer

  2. People might be confused over why Monica’s letter is in the Annual Report instead of a letter from Alicia as the new Treasurer. Timing was the reason for authorship. The Annual Report is created in April (before Alicia was appointed) and finalized for print layout in May (again, it was a compressed time of jumping from elections, then simultaneous prep for the annual general meeting and the writing of the annual report and leadership retreat/training design and prep). The annual report is then published and distributed at the end of May typically with enough time for member-owners to access and read it before the June 25 meeting.

Three Recent New Emeritus Appointments to Match the Work; Reunion

  1. With four new board members, the need for mentorship is strong and cannot be managed by a volunteer president alone, especially one who is only a few months ahead in policy governance experience. In looking at the work ahead, the board needs support for anticipated succession planning for the role of General Manager, policy governance, alignment of the board work with the ENDs (critical stated outcomes of the Food Co-op) and an approach to repairing relationships in community.

  2. Working sessions are held in-person or virtually between executive sessions and public board meetings. As of the Juneteenth board working session, the board appointed three new, non-voting emeritus board members in recognition of its needs for support (committee chairs and officers were being asked to lead with less than two months experience compared to a more typical six months’ of experience).

These are the new emeritus board members:

  • Juri Jennings- a former President, Treasurer and ad hoc equity committee member with great depth of experience with the Food Co-op.

  • Michael Flowers- a former Secretary and policy Governance Committee chair with deep knowledge of our existing policies.

  • Claire Thomas- a former board member with specialized knowledge of human resources who served on the Food Co-op’s human resources team as well and can advise on succession planning.

All three of the above emeritus directors have worked together as board members. Sometimes “building trust” is sharing the need for help and asking people back for a reunion.

Each of them will support a particular committee, project, or initiative, and will mentor current committee chairs or leaders. None of them are expected to attend any or all of the public board meetings, unless their presence is requested related to particular work for which they are responsible. We are being very mindful of the preciousness of time and the commitment of these emeritus board members.

Re-engagement in Relationship; Work-in-Progress

We have a number of communications that are in-process with our new secretary and myself. To the extent that we have not yet written responses, we have at least reached out by phone or in-person to a member of the organizations who wrote to the former or current board.

Upon receipt of a recent letter, I offered to attend the next meeting of Well-Organized, Black Lives Matter, and Usawa Consulting, to share the C4 Board Meetings monitoring report that helped the board to understand what could have gone differently in the board removal process that occurred in 2024 and some of the anticipated work ahead. The hope is that the sharing of information can assist with co-creating a pathway to re-engagement in relationship and repair with these cherished community organizations.

The C4 Board Meeting report was shared at a public board meeting and served as a “bridge-building” communication that helped some of our new emeritus board members consider rejoining the board.

The board is currently working on review of a contract with LaDonna Saunders Redmond, who is a well-regarded Intercultural Development Inventory (IDI) qualified administrator, consultant and coach. (See more information about LaDonna, in About). She met the board and member-owners virtually at the May board meeting and was selected after research done by Juri Jennings and Cameron Jones and other board members as well as interviews conducted by the Board Culture Committee.

LaDonna has deep experience in Diversity, Equity, and Inclusion, as well as food cooperatives and community activism.  The board is aware that it requires training in these areas as well as in conflict management (a focus of LaDonna’s first group training session) in order to be adequately prepared for any listening sessions and/or facilitated dialogue with community organizations and individuals. We plan to bring the contract to a vote at the July public board meeting.

We will also discuss the recent correspondence from Well-Organized, Black Lives Matter Jefferson County, and Usawa Consulting, LLC at the July 2, 2025 public board meeting.

Please attend our monthly public member-owner meetings on the first Wednesday of each month to learn more about our work-in-progress in many areas. Please register in advance and send in any questions or ask them during the public comment section of the meeting.

Thank you for your engagement!  I hope to see you at the Annual General Meeting!

Kind regards,

Rufina C. Garay
Board President
The Port Townsend Food Co-op

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UPDATE: the latest about the UNFI Disruption