The main purpose of the Board of Directors is to facilitate and guide all the work of the Portland Food Co-operative in accordance to the by-laws. Its goals include:
a) Providing the governance and policies for the PFC
b) Keeping the PFC Incorporation up to date
c) Abiding by the PFC by-laws
d) Facilitating the yearly elections of the PFC Board of Directors
e) Updating the PFC business plan to accurately reflect future projections.
f) Overseeing the management of PFC Operations and the PFC Committees, including, but not limited to: Finances, Communications, Outreach, Resources, Administration, Membership, and Space.
2. MEMBERSHIP
a) The Board of Directors is made up of individuals who are committed to regularly attending monthly meetings, staying abreast of group communications, and participating in the work done outside the meetings.
b) If a member of the Board is unable to attend a meeting, the said member will inform the Board.
c) Each Board term will last three years.
d) Board of Directors members may be re-elected for an unlimited number of terms.
e) At the end of a Board Member’s term (or if a Board Member steps down), said member must ensure that current responsibilities and privileges are transferred to remaining Board members, including, but not limited to: keys, web and listserve access, PO Box access, banking and finances access, and any other responsibilities for which said member participated.
f) All Board members are required to attend at least one of the other three committee meetings each month (currently, this includes Administration, Communications and Membership)
g) All board members are expected to have a leadership level work shift.
3. GOVERNANCE
a) The decisions that are made by the Board of Directors are made in most cases by consensus. In a limited number of cases, group decisions may be made by two-thirds majority vote. (Please see our member policy for a description of the Decision Making Process statement for more information (approved 11/18/07).
b) If it is decided by the facilitator to bring a decision to vote, the members of the Boardwill make the deciding vote
c) This Board Policy may be changed as the Board of Directors deem necessary.
4. RESPONSIBILITIES AND DUTIES
The Board of Directors is responsible to its members for the following:
a) Decision Making: to facilitate and make all decisions related to all strategic initiatives, policies, and proposals brought to the Board of Directors
b) Planning: to assist in the development of plans and initiatives as needed
c) Resources: to create, assemble, and direct standing or ad-hoc sub-committees as needed
d) Self-Evaluation: to review and reassess the adequacy of this Policy Document as needed; to assess the board’s skills and capacities and provide for training and development as appropriate.
e) The Board is accountable to the state of Maine and the Federal government for all matters related to corporate law
5. MEETINGS
a) The Board of Directors will meet once per month for two hours. Additional ad-hoc meetings may be added as needed.
b) The agenda of each meeting will be prepared and made available online prior to each meeting
c) Each meeting shall have an elected facilitator,note-taker, timekeeper, and process-monitor. A member of the Board of Directors shall fill each role.
d) All sub-committees and ad-hoc groups shall report minutes from their meetings at the Board of Directors meeting. All major decisions and/or decisions that involve monetary allocation shall be proposed for approval by the Board of Directors.
e) The Board secretary will publish meeting dates six months in advance.
6. MINUTES
a) Minutes of each meeting will be kept and posted on the Board of Directors’ list serve and on the PFC website.
b) Minutes from the previous meeting will be approved as is or amended and approved at the beginning of each Board of Directors’ meeting.
7. CODE OF CONDUCT AND ETHICAL RESPONSIBILITIES
Our code of conduct and ethical responsibilities extends to verbal, written, and electronic PFC communications.
All board members are stewards of PFC and are expected:
a) to be sober during all co-op business
b) to use respectful language, tone of voice, and demeanor during all co-op business
c) to be accountable to the board and member-owners in fulfilling our stated commitments
d) to disclose all potential conflicts of interests
e) to agree to raise and address grievances openly and comply with board decisions
f) to disclose any pending legal charges
g) to maintain confidentiality by not sharing member-owner information, entitled information regarding finances, and business practices without authorization of the Board
h) not to abuse their position or authority for personal gain
i) to accurately represent the board decisions (and differentiate from personal opinions) when speaking on behalf of the PFC