An Editorial by Joel Schulz –
The Board of Directors of Calgary Co-op, over the past several years, has embarked upon an operative model where the member/shareholders are increasingly being locked out of the decision-making processes. Calgary Co-op has become a cooperative in name only. The member/shareholders have no say anymore.
The annual members meeting this Wednesday, April 3rd and the Board has not given the member/shareholders the courtesy of publishing this years the agenda nor the member’s resolutions for approval, and it is one day before the meeting, which is at the Carriage House Inn at 9030 McLeod Trail South. Typically a cooperative or not-for-profit has by-laws that require 21 days notice for members to review the agenda of the annual meeting and to review resolutions brought to the members for approval. Not so with Calgary Co-op.
No public announcement in the media has been made of the Annual Members meetings. Let me inform you that Calgary Co-op is a $1.2 billion company. Most corporations, much smaller, announce such meetings in the public media.
On March 1 of this year, Calgary Co-op announced an aggressive $2.5 billion dollar investment project that includes commercial and residential real estate in addition to retail space. Being a cooperative, it is normal that such capital expenditures would be brought to the members of the cooperative for approval, especially one of several billion dollars. This project has been in the making for several years, which means the Board of Calgary Co-op has had ample opportunity to gain the approval of its members by democratic vote. They took it upon themselves to spend this money without ever asking the members if they approve. They have not even told the members where the money is coming from to finance this project, a project which has a value that greatly exceeds the assets of Calgary Co-op.
The Board has instituted a process, that started half a decade ago, where only they sit on the nomination committee to choose candidates to join them in the boardroom. No members at large of Calgary Co-op sit on this committee. Apprehension of bias does not play into the candidate selection process. The Board, without member approval, instituted a methodology of ensuring only the people they want to join them. They give an unfair advantage to these individuals by recommending them, visibly on the ballots and on the website announcing the candidates. No member participated in this process nor did the member/shareholders ever approve it. In believing the Board is looking out for member interests, when members of Calgary Co-op vote they would most likely choose a recommended candidate over an equally qualified non-recommended candidate. Recommending candidates was an arbitrary decision by the Board.
Calgary Co-op is one of the largest members of the Cooperative Grocers Association and they are signatory to the code to uphold the democratic principles of this Association, which it appears that they have not. Additionally, the Calgary Co-op was founded on the Rochdale principles of cooperatives, which dates back to 18th Century Scotland cooperatives which modeled on the principle that members are active participants in all the decision-making processes. The Board of Directors of the Calgary Cooperative Association has abandoned that principle.
Alberta-Buzz has found out that a resolution of non-confidence in the Board of Directors of the Calgary Cooperative Association Limited has been presented for member approval which will remove the current Board from office should the members approve. THE MEMBERS ARE NOT AWARE OF THIS RESOLUTION as it has been kept from them. We endorse this resolution which will be voted upon this Wednesday evening at the Annual Members Meeting at the Carriage House Inn.
Below is the text of this resolution which the Board Secretary has acknowledged receiving. It just has not been shown to the members.
WHEREAS the Board of Directors of the Calgary Cooperative Association Limited (The Board) have enacted by-laws and/or regulations that materially affect the rights of the member-shareholders (Shareholders);
AND WHEREAS The Board has not complied with the articles of the Cooperative Grocers Associations, to which they are signatories to, regarding protecting the democratic rights of the Shareholders;
AND WHEREAS The Board is investing several billion dollars in real property in a depressed market without gaining approval of the Shareholders;
AND WHEREAS The Board has not disclosed the source of financing for the multi billion dollar property investment.
AND WHEREAS it is known that the Calgary Cooperative Association is not sufficiently capitalized to pay for a multi billion dollar property investment.
AND WHEREAS The Board has instituted a process of recommending candidates seeking election to The Board without ratification by the Shareholders;
AND WHEREAS The Board claims that a nomination committee comprised of Shareholders sits to vet candidates for election when no such committee of Shareholders exists;
AND WHEREAS The Board has created an election process where votes by the Shareholders cannot be scrutinized;
AND WHEREAS The Board has cancelled meetings between Shareholders and candidates for election to The Board leading to shareholder votes being uninformed;
AND WHEREAS The Board has created a campaign process and timeline where the recommended candidates have an unfair advantage in a process that has never been ratified by the shareholders;
AND FINALLY WHEREASThe Board has not been conducting itself in a manner that protects the interests of the shareholders;
TAKE NOTICE THAT we, on behalf the Member-Shareholders of the Calgary Cooperative Association Limited, have lost confidence in the Board of Directors to represent and protect their interests;
BE IT RESOLVED THAT The Board is hereby removed from office;
AND BE IT FURTHER RESOLVED THATan Extraordinary General Meeting of Member-Shareholders of the Calgary Cooperative Association Limited be called during the month of June of 2019 to elect a new Board of Directors which is to be by free vote absent of any and all constraints of recommendation processes.
We urge you to attend this meeting at the Carriage House Inn, at 9030 Macleod Trail South, on Wednesday April 3rd at 6 PM to bring the principles of cooperative management back to the Calgary Cooperative Association Ltd.