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http://www.davisfood.coop/elections.html

The Davis Food Co-op held its annual elections for Board of Directors with nine candidates running. Anyone who is a member in good standing on May 28 was eligible to cast a ballot.

Voters selected candidates to fill three seats on the Board with three-year terms. The top three vote-getters in the election will be seated to fill three-year terms as Directors, the fourth will be seated to fill a one-year term created by resignation, while the fifth and sixth will be seated as first and second Alternate Directors. Alternates serve for one year and vote at Board meetings when a Director is absent. Alternates are appointed to fill out a term if a Director resigns or is incapable of serving.

Results

Candidate

Votes Recieved

Term of Office

Janie Booth

734 votes

3 year term

Michael Ulrich

604 votes

3 year term

Stacie Frerichs

604 votes

3 year term

Doreen Pichotti

602 votes

1 year term

Kevin Wolf

495 votes

first alternate

Russell Snyder

375 votes

second alternate

Ray Frank

293 votes

-

Robert Davis

242 votes

-

Zach Norwood

226 votes

-

none of the above

4 votes

-

Rob Roy

2 votes

-

S. Colbert

1 vote

-

Joshua Jones

1 vote

-

Below are the statements of the candidates for Director, Spring '08 Elections:

Michael Ulrich (staff)

My full-time position as a DFC employee affords me over 30 hours per week of exposure to member/shopper perspectives and provides me with an intimate knowledge and appreciation of the Co-op as an operation. Current Co-op policy allows up to two staff members on the board at any given time. I feel that staff presence on the board provides an important perspective, and I hope to join Julie Cross as a fellow staffer/director.

I have attended the two most recent board meetings, and I’m encouraged by the level of cooperation among the current directors and their ability to synergize their diverse attitudes. I ask for your vote, hoping to add to this spirit of cooperation as one of the three new additions to the Board.

If elected, I will move to:

• Encourage DFC management to complete and launch the new DFC website before the fall of this year. I have seen the new design, and it indeed brings the Co-op’s web-identity into the 21st century. Getting the new website uploaded and fully furnished should be a priority. The new website will be an important part of our efforts to foster channels of member feedback and outreach.
• Boost DFC’s visibility throughout Davis. Hosting the annual meeting at the Farmer’s Market was a great move. Ideas in this spirit should be pursued to increase the Co-op’s visibility throughout Davis and surrounding areas.
• Increase options, ease and rewards for sustainable shopping practices by our member-shoppers. This means coming up with creative ideas that branch out beyond five-cent bag credits.
• Nourish and proliferate green practices in all departments of the store.
• Improve member appreciation of the directors’ function as representatives in the democratic institution that is the Co-op.
• Engage the student population and increase youth involvement at DFC.

I’m thrilled to have this forum that allows us to discuss Co-op issues and clarify candidate and member perspectives.

Please see my candidate statement (from the above link) to read more on my values and my inspiration for running.

Janie Booth

Thank you for considering me for re-election. I have served on the board for the last year, and have found it to be a satisfying and important job. Please see my candidate statement for more background on some of the work I completed as a board member in 2007-2008. If re-elected, I cannot promise to adhere to any single promised, specific agenda. This should not be the job of a board member; rather, board members should work on behalf of the entire membership and carefully weigh and consider each issue that arises. However, if elected, the following issues are important to me:

*Increase the evironmental sustainability of store operations. *Promote the equitable treatment of staff, and prioritize staff concerns that arise. *Seek local vendors whenever possible to support our local economy. *Promote fiscal responsibility and transparency. *Refuse to bow to partisan, negative politics that undermine the fabric of the cooperative spirit.

We all love the Co-op and want to promote its long-term success and sustainability. The best way to achieve this is to work together in a spirit of honest and positive collaboration.

Russell Snyder

Please follow the link above for my official canddiate statement that appeared in the Davis Food Co-Op Newsletter. Because space was limited, I didn't mention in my that when I ran for Davis City Council in 2002 I counted among my endorsements the local chapter of the Sierra Club the UC Davis "Aggie" newspaper, two former mayers, city councilpersons and other notable Davis progressives too numerous to mention.

I have seen some e-mail recently concerning this election that I believe is discourteous, misleading and, in some instances, borderline threatening. I choose not to participate in that type of "dialogue."

I will, however, state the principles I will abide by as Davis Food Co-Op Board member:

• I will thoroughly study the issues and ask the tough questions (I'm a former investigative journalist, after all).
• I will not simply accept at face value the opinions of real or presumed "experts" without verifying the information independently and/or applying a healthy dose of common sense.
• I will graciously welcome alternative points of view and strive to ensure that no pertinent information is overlooked or glossed over.
• I will treat everyone with dignity and respect at all times.
• I will be accountable for my votes or opinions, and strongly support the right of any co-op member to scrutinize them.
• I am not part of a "slate" of candidates. My opinions are my own. However, there may be candidates who share my views, and I'm fine with that.
• I will strive to have the Co-op operations be as transparent as possible, and try to achieve consensus at every opportunity.

In short, I want the Co-op to be fun, I want it to be cool, and I want it to be great.

Stacie Frerichs

Zach Norwood

My reason for running, unlike some of my competitors, has nothing to do with self-promotion or ulterior motive; on the contrary, I’m running for you, the shareholder. I’m running for your frustrations and visions, your sense of how the Co-op should function, your ethical concerns. And by you I mean all of you, not the special interests of one faction over another. Back-room, paternalistic, we know what's best for you decision-making only gets us in trouble in the long run. The cooperative spirit is meant to avoid this very thing! So I have little tolerance for exclusive factions forming around certain key issues that should be resolved democratically with full shareholder participation. I have no hidden agendas. I’ve only been a member of the Co-op since 2005, but my outsider status gives me a decided advantage: it makes me look upon present political and personal rivalries raging on in the background with impartiality (and a sense of humor!), forces me to rely solely on my critical thinking skills and ethical principles (as opposed a sense of seniority or entitlement), and limits my focus to the concerns of my constituency. Skeptical? Send me an e-mail! Ask questions, make suggestions. If I’m elected, I’ll make a special Davis Wiki page for this purpose. A few of my concerns include:

• maintaining ethical health standards for all available products, such as phasing out plastic containers that leach bisphenol-A (BPA), which are presently available for purchase at the Co-op.
• using the newsletter to more actively educate shareholders about potential health, environmental, and ethical concerns, such as the social and environmental impact of imported goods, the absence of sustainable agriculture for certain products, the ecological consequences of pesticides and herbicides, etc. We can never get enough information about the food we eat!
• promoting greater shareholder participation by opening more direct and accessible channels of communication, such as a user's forum linked into the Co-op website.

Thanks for your consideration, and do feel comfortable contacting me via e-mail with your concerns! —ZN

Ray Frank

My name is Ray Frank and I’m asking for your vote for a seat on the Davis Food Coop Board of Directors.

I live in cooperative housing here in Davis and have a life long interest in the cooperative movement since first learning about it in the 1950s. Over the last 35 years I’ve owned small businesses and I’m a member of the board of directors of a music camp.

I love to cook and feel grateful to have access to such a wonderful institution which supplies us with fresh, top quality, organic, local produce at the best prices possible. I would like to strengthen ties to our Yolo County organic farmers.

The Coop, like any other business, must have a balance between its daily working needs and its vision, goals, and plans. The Board of Directors is the body that listens to the ideas and concerns of the membership and turns your ideas into concrete, measurable, attainable goals.

The expansion is proceeding well and the financing for it might be handled even better. Alternative funding needs to be more thoroughly explored which could lessen our tax burden, help to pay down some of the huge interest payments and keep the cost of your groceries down.

One of the jobs of the Board is long term planning and I look forward to assisting in the process.

Doreen Pichotti

Please see my candidate statement by clicking on "candidates" above. What follows are my observations and opinions on some of the election issues mentioned after the candidates names below.

2007 Election Mailer: There was nothing in the bylaws that prevented us from sending out the mailer, as determined by our lawyers both before and after the mailing. The bylaws actually allowed for this type of mailer. There was no misinterpretation of the policy rather our interpretation was reasonable. The opposition feels that it was unfair because they didn't get to send out their own mailer or because their opinion was not represented on the mailer. However, they never asked us to send out a mailer on their behalf which would have been the proper procedure under the bylaws at the time. Additionally, we had already discussed that we most likely would have paid for it had they asked. Granted, we did not do a good job of educating our members on this opportunity but that's partly why we're revising the policy. In addition, the opposition was not yet fully organized at that time and did not have a clear statement of their objections. We didn't know if it was one, five or five hundred members in this opposition. Later, after it was too late to send out a mailer (since the election was almost over), we learned that they were not opposed to the renovation but that they were opposed to the funding of it. Even at that time, when their issues were more clearly articulated, we did not know how many people shared this opinion or how often it would change. However, we did suggest that they table at the annual member meeting so they could communicate their point of view which they did.

The board did not rule that it was not in compliance in sending out this mailing. The vote was actually 50-50 so it was inconclusive. The board did decide to revise the bylaws to not allow this to happen again since it is too difficult and costly to represent all points of view but that does not constitute an admission of wrongdoing. The board did not admit that it spent funds inappropriately.

In this case, there was no mal-intent, no gross negligence, and no gross misappropriation of funds. On the contrary, the board acted conscientiously, appropriately and responsibly. At the time, they spent significant hours reviewing all options, consulted with advisors and attorneys and made the best decision with the best available information. They felt it was important to communicate the nearly-unanimous vote (8 to 1) to recommend a yes vote on the loan. To require an apology and public admonishment would be disrespectful and would undermine the hard work of these dedicated volunteers. The Director volunteer service is already difficult enough and does not need to be made more difficult by causing directors to suffer public harassment.

Member Capital: It is not a given that all Co-ops will ask for member capital. In some cases they do and in others they don't. They usually pursue member capital if they don’t have the financial capacity to fund their projects otherwise. That's not the case for us. That said, I'm not opposed at all to pursuing member capital which is what we are currently doing. We didn't seek member capital at the time because we didn't need to. As soon as we became aware of the opportunity to raise member capital, we began to investigate and are moving in that direction now. But that was not a reason to cancel the renovation or vote no on the loan. Member capital can be used at any time to pay down the principal of the loan.

The Loan: Including interest, the debt is $5 million over 7 years which is very reasonable for this scope of project and well within our abilities to repay. The renovation is phased so we knew we didn't have to spend the whole loan if we chose not to. We tried very hard to give the loan to a local bank but either the loan was too big for the bank or the rate was substantially more expensive for the Co-op. From the savings we received by going with Union Bank, we passed a motion to donate $7,000 to a local organization for the life of the loan based on management's assessment of financial condition. If fiscal conditions are positive, donations will start with fiscal year 08-09 and be given in October.

The Renovation: We did what was right for the Co-op by approving the renovation plan and encouraging a yes vote on the loan (which we voted in favor of 8-1). If we didn't do the renovation we would have allowed our current building to get old, placed our employees in danger by not addressing safety issues and put our Co-op at risk of failure by allowing it to become less competitive. It took courage as well as two years of hard work for this Board to agree to take on this risk but in a financially sound way. This is what successful businesses do. We have the capacity to do it and the loan is safe.

West Davis Store: I know it's disappointing to hear that a store in West Davis isn't feasible. We would all love a store in our own neighborhood. But as stewards of the Co-op, we need to protect our main store first. Numerous studies were conducted and all showed that the current opportunity was not feasible. However, we will continue to plan for and make ourselves ready for possible expansion opportunities if and when they arise. We need to do this in an organized, responsible way and not make hasty decisions.

Questions at the Annual Meeting: We've always allowed and will allow questions at the annual member meeting but we do have a full agenda and we are balancing a number of objectives for the meeting.

New Leadership vs Continuity: The Board naturally receives new leadership every year which is good but the Board actually needs more continuity and consistency and less turnover. This volunteer service is much more difficult than most candidates realize before getting into it. It takes at least a year to start to feel comfortable with the policies and processes. Constant turnover is very hard on the board and prevents good progress. There are a variety of skills that each of the candidates have and we need that diversity and breadth on the board.

Campaign Tactics: Most of the candidates have great ideas, past contributions and skills. These ideas, contributions and skills have merit enough on their own to run their campaigns successfully without resorting to negative campaign tactics. I don't think any of our members appreciate negativity and such negativity really doesn't serve anyone well in the long run. We all own this Co-op together and we respect each other's opinions. We see each other in the Co-op and in Davis, we have mutual friends and we most likely will be working on the Board together. What we really need is a friendly, cooperative environment. I hope that this negativity, anger and frustration will be translated into positive productivity.

Diversity of Opinions: Whoever gets elected to the board, will find that it isn't necessary to have a whole entourage of supporters with similar ideas. In fact, that is potentially dangerous. It's important to maintain and encourage a diversity of opinions. If we focus on a single issue then a lot of other important work will get neglected. The board is very supportive of everyone's opinions, especially of those who are willing to do the work. Other like-minded members can still work on task forces. As always, we have way more in common than differences.

Positivity: I know several members feel frustrated and believe the Board is not listening to them but may I humbly suggest that it's not because they don't have great ideas, rather it's in the delivery of them. I know most of these opinion leaders have contributed a great deal to the Co-op and therefore, I respect their opinions and appreciate their willingness to stay involved and act as mentors/leaders. However, I've been troubled by the tone of their comments/suggestions. I can only assume that there is some history behind all this but I've never actually been a witness to it although I do agree that responses could have been returned in a more timely manner in some instances. Instead, from my point of view, their comments tend to come with judgement and condescension which I believe contributes greatly to the difficulties that they are experiencing. Again, I'm sure they have their reasons for this, but it is my sincere goal to work toward fostering better cooperation and respect for all opinions and to encourage more positivity and openness. Positivity is purely productive and is the only way.

Kevin Wolf

In a few years, Davis Food Co-op annual sales should exceed $20 million with a gross margin over $6 million. We have over 8000 member households and 100 staff. These resources can do much more for our members, staff, community, region and even our planet.

The DFC needs a board with a compelling vision, clear goals and objectives and the skills and experience to achieve them. I was the board president when we decided to move from the storefront on L Street to our present location. During my six years on the board, the co-op grew such that soon after I left, we were able to buy the building. I have a lot of experience and success at helping grow businesses and organizations, including N Street Cohousing where I live.

I am running for the board again because I want to help the co-op realize its potential as our society faces disruptive and dire problems from global warming, recession, and Peak Oil. With new board members, DFC’s resources, member loyalty and staff energy can be better utilized to:

• Increase the amount of locally produced food and products we sell, circulate more money locally, and decrease the distance products travel.
• Provide better prices and service to customers and better wages to staff through improving the ways in which we run our business. For example, here is a quote from a 2007 report; “This year the Co-op's general liability insurance company declined to renew coverage based on an adverse loss ratio caused by claims for 13 food spoilage losses in the past six years (5 occurred in 2006). All of these claims resulted from refrigerated equipment breakdowns. Now we must shop the market and pay higher (insurance) rates.”
• Grow by evaluating the opportunities for opening small satellite stores as many food co-ops around the country have successfully done. Such stores would decrease the need to drive cars, strengthen local neighborhoods and provide opportunities for new management experience among staff. As is evidenced by the General Manager’s inaccurate and biased May Newsletter Report, he doesn’t seem t o want the Co-op to fully and professionally evaluate the opportunity. I believe that our Co-op should take this opportunity seriously. If it won’t work out financially, then we shouldn’t pursue it.
• Improve member education. For example, our website http://davisfood.coop hasn’t changed in years, is poorly designed and should be a better resource for our members.
• Better tap member energy and skills to advance our mission and goals.

The existing board failed to seek member capital for the remodel and ended up taking a loan of $3.9 million from a foreign bank. The board admits it broke DFC rules in spending co-op funds to electioneer for the remodel. (See the August 2007 board meeting minutes). A new board majority is needed that can create the strategic plans and adhere to the values that will help our co-op reach its tremendous potential. I pledge to do my best to help with this.

Robert Davis

I have known Robb for a nearly 10 years and am delighted that he chose to run for the Davis Food Co-op Board. Robb is a highly qualified candidate. He has been the executive director of a $20 million organization and he currently works in board development with organizations all over the world. Robb is also very familiar with policy governance. These experiences enable Robb to be a very effective board member and help us lead our Co-op into the future. Robb has a PhD in Public Health from Johns Hopkins University.

Also…out of personal choice, Robb, and his family, haven’t owned a car in about 5 years choosing instead to ride a bike or take public transit. You can read about his experience doing this on the Sierra Club's website http://www.sierraclub.org/sierra/200407/step.asp. -Jack Young, Davis Food Co-op Board Member

From the Freedom from Hunger website: Robb is the Director, Health Initiatives at (Freedom from Hunger http://www.freedomfromhunger.org/blog/author/rdavis/) and has over 20 years in the field of international development and is a specialist in the areas of participatory learning methods and health education. As the Director of Health Initiatives, Dr. Davis has led revisions of Breastfeeding and Infant and Child Feeding curricula, participated in the development of HIV/AIDS Prevention and Care and Women's Health and Family Planning education curricula, and led design of a malaria prevention and treatment module. Dr. Davis is a Master Trainer accredited by Global Learning Partners http://www.globalearning.com/ , and has extensive experience designing and leading trainings throughout Africa and Asia at both field-staff and trainer levels. http://www.emu.edu/cjp/spi/instructors#davis

Questions for the Candidates

At the Annual Member Meeting on Wed, May 21st, members were invited to pose questions to the candidates to be posted to the wiki or discussed at the meeting. Since there was not enough time at the meeting for all candidates to answer questions, this Q & A section of the wiki page has been created. It also gives members who weren't able to attend the meeting a chance to read answers and pose their own questions.

Feel free to ask your questions, but note that

• 1) voting ends on Wednesday, May 28 at 10 PM (only a few days away)
• 2) not all candidates are checking the wiki fanatically. Some candidates are new to the wiki format, while others are avid-wiki users. Don't take a lack of answer as a lack of opinion.
• 3) If you have a question for a specific candidate, please email and/or call them. Contact information

Product choice

Paraphrased from a question asked at the Annual Member meeting...Please edit if you remember the question better.

"What food products, if any, do you feel should not be sold at the DFC? Be specific. Would you consider boycotting any item?"

• I personally would not buy an item from a company that has violated human rights or social justice or has seriously damaged the environment. I don't buy any foods that are unhealthy either like those with trans fats, high fructose corn syrup, preservatives, etc. I'm not happy that the Co-op carries some of these items, but I wouldn't necessarily recommend that they boycott them since I do believe in educating our members and shoppers so they can make their own choices. I am infavor of helping members understand and implement the boycott policy if they are interested in taking that path. - Doreen Pichotti
• The Davis Food Co-Op is a community resource that serves many different types of people who desire many different types of products. We should do everything we can to learn about and understand the products the Co-op carries, how they came to arrive on our shelves, and the implications of consuming those products on our bodies, our communities and the point of origin (not to mention the planet). And then we must do what we can to educate our shoppers. People armed with good information can make good decisions. — Russell Snyder

• I agree with Russell’s succinct and eloquent response. At the annual meeting, many members praised the Co-op’s efforts to educate and inform its shoppers. These educational efforts should be continually enhanced; they're vitally important to DFC’s identity, helping to distinguish it from conventional grocery stores. Unfortunately, the state of the food industry is such that if we were to remove items that are ethically problematic, there would be very little left on the shelves: local produce, some local bulk products, and perhaps certain meat and dairy items (and that’s assuming you’re not a vegetarian!) In recent years, food ethics awareness has skyrocketed, with attention drawn to issues like the fossil fuel consumption of industrial farming and distribution systems (which now include most organic production, by volume), human rights violations of agribusiness firms, and the health risks in food packaging materials like BPA. Personally, I feel the safest ethical course is to buy fresh, locally grown/produced, and minimally packaged food as much as possible. The Co-op’s educational information and signage encourages this, and will do so even more in the future. If someone thinks a particular product’s ethical implications are grave enough to warrant a boycott, I encourage them to bring it up to the board and to management for serious consideration. – Michael Ulrich

• Don't buy into the anything goes so long as there’s demand approach to product availability! It is a logical fallacy to argue that “if we were to remove items that are ethically problematic, there would be very little left on the shelves,” because this presupposes (a) that the majority of ethically questionable items are equivalently problematic and that (b) if we were to remove one product this would lead to the removal of all the rest, willy-nilly. If certain products are known to cause serious environmental harm—such as conventional bananas, for example—their targeted removal does not lead, unavoidably, to boycotting all questionable items. So I believe we should not merely inform shareholders about ethically dubious products, passively, but actively engage the issue at the level of a shareholder referendum, where detailed information regarding environmental or labor transgressions are mailed out or posted on the new webpage, followed by an up-or-down vote for or against removing harmful items from the shelf. Such referendums can be implemented quickly and efficiently with nominal cost to DFC general funds. Policy changes enforced by referendum can be achieved on a provisional basis and may be reversed if conditions change. We owe it to our customers to err on the side of safety.

  A recent example of a failed opportunity to act quickly to inform Co-op membership of a potentially harmful item is the retention of plastic containers known to leach bisphenol-a (BPA). I discovered, to my dismay, that the Co-op staff has sat on this problem for months. How difficult would it have been to set up a placard informing the membership of the potential harms of BPA near the water refilling stations? Not very. As a board member, I would keep an active eye on potential ethical violations, either in terms of labor or environmental exploitation. I would listen to members' complaints regarding potentially harmful products and take immediate action to address their concerns. —Zach N

• I admire (and share much of) Zach’s impassioned concern, but his argument does not give justice to ethical subjectivity or the trade-offs that shoppers make. (Yes, co-op shoppers, too).

  I do not believe that if DFC removed one product that “this would lead to the removal of all the rest, willy-nilly.” Rather, I mean that it is harder than it seems to deem a product unequivocally bad without also taking seriously the ethical implications of many other products. Yes, certain products are known to cause serious environmental harm, as Zach notes. But ranking worst environmental offenders becomes problematic quickly. Are bananas worse than Clorox, or factory-farmed beef franks? I don’t know how to make such comparisons; as a shopper I just avoid buying all of them. In any case, I don’t think that “targeted removal” of items is a duty of the board or its directors according to the policy governance system.

  BPA is a complicated issue; the chemical is present not only in plastic water containers but also the lining of most canned goods. Yes, the Co-op should make every effort to stock the least dangerous plastic containers. But given the pervasiveness of BPA, putting up signs on products quickly becomes more complicated. Ranking worst offenders is problematic here, too. I believe that DFC membership director Doug Walter, in an email from April 21, gave an adequate response to Zach’s inquiry, detailing the complexity of the problem and DFC’s investigation of it.

  I reiterate: the Co-op’s policies should emphasize the healthiest choices for our body and world, rather than simply rule out or simplify consumer choices. As a volunteer on the Food Ends task force, I’m working with current alternate director April Kamen to develop stronger language in our boundary policies that requires such emphases be reflected in the organization of the store, including how products are displayed. To this effect we met with store manager Beth Tausczik on Thursday, and are making encouraging headway. April and I are both committed to a store that foregrounds ethics and education without taking decisions out of shoppers' hands. — Michael Ulrich

• Thanks for sharing, Michael. I appreciate your perspective and consideration. Three things concern me that I'd like to share by way of rejoinder (and it's not without some hesitation that I share these concerns, since I don't wish to implicate anyone in some type of wrongdoing; playing the blame game isn't my intention): 1) To me, "ethical subjectivity" sounds dubious—what does this mean, exactly? Where does "ethical subjectivity" end and "anything goes" begin? I think it's dangerous to adopt such an ambiguous stance when very concrete consequences are linked with specific products, especially if their environmental impact is superlatively devastating. We can't afford to sit on the fence when rain forest is decimated, daily, and biodiversity is irreparably affected by tragically unconscious agricultural practices. These aren't mere 'impassioned concerns'—they're stark realities. 2) You're right, Doug's response was 'adequate' insofar as it passed on my concerns to Co-op staff, but the result was not 'satisfactory,' because nothing happened. No action was taken, no information was disseminated to shareholders. Failing to act on something like BSP is, in my view and others' (a view reinforced by research linking BSP with negative side effects for developing children), unacceptable. It doesn't matter how 'complicated' it is—if X is demonstrably harmful for biological organisms, as research on rodents demonstrates (and no, rodent to human inferences are NOT untenable—modern biochemical science depends on it), then potential harms of X should at least be made public so Co-op members can make an informed decision before using X. With all due respect to the staff (who have acted in the past with similar concerns), something should have been done, if only informing the Co-op membership of potential risks, especially those with young children. In the case of BPA, a 2007 review study published in Reproductive Toxicology concluded thusly: "We consider it likely, but requiring further confirmation, that adult exposure to [low doses of BPA, below 50 mg/(kg day)] affects the brain, the female reproductive system, and the immune system, and that developmental effects occur in the female reproductive system." This conclusion, in response to multiple individual studies, should not be trivialized nor ignored until 'further confirmation' (some of which has already been achieved).

  This brings me to 3), the idea that it's not the "duty of the board or its directors" to inform membership of potentially harmful products or contaminants. If the board—or staff, for that matter—is informed of potential harms, be it from industry insider information or from concerned shareholders, I believe it's their responsibility—from both an ethical and a directorial standpoint—to act on this information beyond mere 'concern' or 'research' (both very ambiguous, passive, potentially misleading terms), e.g., if 'research' means reading a few articles from time to time without saying anything about real, scientifically verified harms, then can we really call 'research' of this variety 'adequate action'?

  I know the staff works hard to keep up with the ever-changing agricultural market and its potential risks for consumers, but perhaps what's at issue is not the staff or board's genuine concern and vigilance, both undoubtedly sincere and present, but what they do with their knowledge about harmful products. If something is known to the staff or board that's not disseminated to the shareholders, or vise versa, collective awareness may be virtually nonexistent, as was the case for BSP before major newspapers publicized scientific findings. Collective blindness can't happen if the few with knowledge make an effort to share their concerns to the many. —ZN

"For Doreen Pichotti: The August 6th motion that the Board had complied with the election mailer failed. Those are the minutes of the meeting of the corporation. You are a Board member. Why do you say it was 50-50 when that is not legally correct?"

• You are correct - the motion failed. I did not say that the motion passed. It is also correct that the vote was 50-50. I'm referring to the interpretation of a failed motion. A failed motion pertaining to any compliance report means that the report failed to show compliance. It doesn't necessarily mean non-compliance although it can but I don't agree it did in this case. A failed motion often means that more information is needed which I believe is the case here. I believe the vote was rushed and the Board did not have full information. In cases like these, we often ask for additional information and then re-vote but I think we were all just burned out on this issue and we knew we were going to change the policy to prevent this from happening again, so we never submitted a rewrite. We're not lawyers or judges. We're just people who have our opinions. In my opinion, the motion failed because we didn't want this to happen again. Hind sight is 20-20 but at the time we decided to mail the flyer, we did so in good faith and with the best of intentions and, technically speaking, we did not violate any policies. - Doreen Pichotti
• Although this question is addressed to Doreen, I believe it concerns all present and future board candidates. Even if bylaws 'allowed' for a one-sided mailer to be sent out using general DFC funds, I believe such an act violates commonsense ethics and democratic principles. The Co-op is not a principality requiring underhanded, ends justify the means stratagems to implement policy changes. On the contrary, the Co-op is a democratic organization with a reliable, community oriented customer base, and should therefore act within the confines of cooperative ethics and ideals. This means the board should never act unilaterally, even when they believe strongly that such action is in the best interest of the shareholders. The perceived need for hasty, unilateral action is a sure sign of failed shareholder participation and education. This very specific criticism should not be mistaken as an attempt to discountenance present board members, generally. Human fallibility is a difficult thing to keep in check. I know from experience that I can make mistakes when I'm closed off from impartial, outside perspectives, and this is why we need to trust each other and put our faith in critical thinking, evidence, and ethics over personal gain. This is why we desperately need checks and balances on centralized power. Having a truly independent, diverse board, for example, can help avoid future instances of faction-forming, groupthink, and other counterproductive evolutionary psychological tendencies. —ZN

Your question here

Vote by Wedn, May 28th

(Ballot order was determined by a random drawing of names on 4/11/08, by shareholder Yolanda Caesar, with one draw by shareholder Lance Courntey, witnessed by both drawers and shareholder Doug Walter — all of who work at the Co-op)

Last day to vote is Wednesday, May 28 at 10 PM!

Commentaries and Issues

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2008-05-12 22:45:06   Dear Editor:

Read before you vote in the Co-op election!

After many formal complaints from members the DFC board reviewed its 2007 election conduct. Among other issues, the board ruled (August, 2007) that it was not in compliance with its own election policies by sending 8000 mailers supporting a yes vote. A change of only 40+ votes would have meant no loan would have been made!

Co-op members now have millions in debt repayments to a Tokyo bank. Sending money to a foreign bank for 15 years is not an ethic of “acting locally.” A heavy price for an election influenced by improper expenditures.

Candidates for the board sign a Declaration of Intent affirming; I have read and intend to abide by the Co-op’s election policies. Some board members have broken their commitment.

Some co-op members are concerned about the validity of the election. We are too, but we care too much for the co-op to ask to overturn the remodel vote. We write this letter because the board refuses to unambiguously acknowledge their breaking of election policy or even allow questions at the annual meeting. Visit the Davis Wiki to see other DFC election and organizational irregularities.

Please vote for any four of these candidates Rob Davis, Ray Frank, Stacie Frerichs, Russell Snyder and Kevin Wolf. Our co-op’s future needs their ethical business skills commitment to “co-op values”, ability to respond to local opportunities and their willingness to take immediate action to replace foreign debt with local member capital. We need leadership with a new vision that will respond to member input.

We urge members not to vote for the two incumbents running who will not allow discussion, did not abide by the election policies and voted to place us in debt for 15 years to a foreign bank.

Sincerely,

Raoul Adamchak, Director* Marcelo Campos, President* Claire Daughtry, Member Patricia Echevarria, Director* Bill Julian, Member Chuck Kasmire, GM, Director* B. E. Murray, Vice President* Joan Randall, President* Penelope Shackelford, Member John Mott Smith, Vice President* David J. Thompson, Vice President*

* Former Davis Food Co-op Board titles

—DavidThompson

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2008-05-13 02:34:45   I respect David's position, and I agree with some of his grievances (as he knows from my e-mail correspondence), but the above posting provides no rationale for privileging its selected candidates. It implies that members not advocated by David and his signatories (a) have no "ethical business skills" (as if all board members must have "business" skills to begin with! Critical thinking and a genuine desire to promote cooperative values should suffice), (b) are incapable of responding "to local opportunities" (a thinly veiled nod to building a satellite store in the West Davis location), and (c) are unwilling to consider the arguments for and against replacing "foreign debt with local member capital." Speaking for myself, I can say none of these things hold true for me. Logic, reason, compassion, the principle of charity, and cooperative values are my "ethical skills." I believe satellite stores are excellent, in theory and often in practice, but even after reading all the provided information in support of the proposed West Davis location, I feel it would be hasty for me to judge in its favor, when other locations may be much preferred. I don’t know the arguments in favor of taking out a loan for the renovation, so I can’t make an informed decision about the reasoning behind this action, even if on the surface it seems wrong. So I respectfully urge everyone to not only read before you vote, but to think twice before excluding members not advocated by attractive factions! Us vs. Them thinking clouds our judgment and makes us work uncooperatively towards a solution that benefits everyone! —ZacharyNorwood

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2008-05-13 12:54:15   The frustration with the present board and its numerous infractions of election policy has led to a formal request for mediation. This is a very serious step taken because the present board has been ingnoring these infractions and stonewalling. Present board members should not be rewarded for abridging their responsibilities and co-op by laws and practices.

May 4, 2008 Darius Pazirandeh, President & Board of Directors Davis Food Co-op 620 G Street Davis, CA 95616

Dear Darius:

For over a year now a group of co-op members has raised a series of questions about what appear to be breeches of the organization's bylaws, election policies and policy governance.

It is clear that the board is unwilling to be transparent with the membership and will not provide equal access for members to bring some very important issues before the membership

As our informal efforts have not achieved a satisfactory outcome we will proceed with the next step in the dispute resolution process as proscribed by the policy: (ARTICLE IV. MEMBERSHIP (H). (see below)

ACTION REQUESTED: MEDIATION BETWEEN THE BOARD OF DIRECTORS OF THE DAVIS FOOD CO-OP AND REPRESENTATIVES OF THE SIGNERS OF THIS LETTER REGARDING THE DISPUTES OUTLINED BELOW.

The disputes we wish to mediate are, in the main, related to the following questions:

• The board agreed that the board conduct in the during the 2007 election period in violation with the then existing bylaws and election policies yet this admission was not discussed with the membership in a transparent and unambiguous way.

• Those in opposition to the loan vote were not given equal access and resources; their concerns have not been openly and fairly shared with the DFC membership.

• Given that the Board found that the “Election Mailer” was not in compliance, the membership has not enjoyed full disclosure as to the consequences to our organization should a legal ruling render the election to be invalid.

• Management did not meet the requirements of Election Policy to providing required answers to member questions.

• Member communications on these extremely important issues have not been adequately responded to in a timely manner.

• Unlimited staff time, paid for by the entire membership, was used in a pro-loan campaign; this has not been addressed by the board.

Given the closeness of the vote, any reasonable person would conclude that the improper mailing (and the use of staff time) which was against DFC election policies, had a material effect upon the votes of members in the election. That is, slightly more than 40 yes votes turned to no votes which have defeated the loan measure.

The Board's "to do list" of urgent issues is immaterial to the urgency and worthiness of this continuing member generated request; that you would even present that as a reasoned argument to denying the time and effort necessary to deal with this issue. None of them are cases of not complying with the election policies of the organization. None of them call into question the most important election the DFC has ever held which has laid millions of dollars of debt repayments on the members. The board has ruled itself that you are not in compliance with your own election policy - a full scale membership discussion of the consequences of this non-compliance is appropriate in this case.

By the board’s action DFC members are placed in a very difficult position. Election policies were broken by the board, funds were improperly spent on winning a yes vote and the outcome of an election is called into question.

Our duty as members of a democratic principled cooperative organization cannot allow the Board, who are equals in service to the Co-op, to sweep the range of questionable actions around last year’s election under the rug. The members should know that there are a lot of questions raised about the correct handling of last year’s election on many levels. At the very least, in these matters such as these, there needs to be a more independent and transparent method for judging actions and compliance.

It deserves reiteration: as a result of the breaking of election policies by the board and the improper use of funds the members of the Davis Food Co-op are now saddled with millions of debt payments for 15 years. Under these circumstances some members could have standing to ask to have the election reviewed and possibly overturned. Has this breech of election policies by the board put the organization at risk? And who should make that judgment? What kind of mitigation measures should be considered? Should a list of options be produced, who should legitimately decide which mitigation measure should be implemented?

As the DFC Board appears to be unwilling to address these issues through our attempts at informal negotiation we are therefore on behalf of a number of members formally asking the board to enter into dispute mediation.

We ask that the board enter into a mediation process beginning no later than June 4, 2008, to achieve a mutually acceptable outcome.

In Cooperation,

Signed by:

Marcelo Campos, Former Davis Food Co-op President Patricia Echevarria, Former Davis Food Co-op Treasurer Bernadette “BE” Murray, Former Davis Food Co-op Vice President Joan Randall, Former Davis Food Co-op President David J. Thompson, Former Davis Food Co-op Vice-President

—DavidThompson

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2008-05-13 13:07:26   If you are a member of the Davis Food Co-op you might want to get answers to some of these 20 questions. These questions have been provided by a number of members and are placed here together. If other members have questions please add them here.

1. Did you know the existing DFC board admits that it broke its own election rules relative to its’ improper expenditure of DFC funds to obtain a yes vote during the last election on the about $6 million in debt repayments we now have?

2. Do you know the DFC board refuses to share the information with the membership that the board did not comply with DFC election policies, will not apologize for having misused the members money and will not let the matter be placed on the agenda to be discussed at the Annual Meeting. (See letter from DFC President)

3. Why did the board not allow any questions from the members at the last DFC annual meeting in Central Park? This was the Annual Meeting of the Co-op and the $6 million debt package was on the ballot but the Board did not provide any time for questions!

4. Why did the board allow the General Manager to recommend a $30,000 sweetheart loan to a favorite vendor (at no interest, with no collateral, no review of the finances no recommendation from the Finance Manager who did say it was not a good loan)?

5. Why did the DFC choose to pay $81,000 in taxes in 2007 when it did not have to?

6. Why did the DFC choose to pay a large amount of taxes in 2006 when it did not have to?

7. In the late 1990’s the DFC board adopted a policy for having all major contracts go out for competitive bid. Why did the DFC not competitively bid the $3.9 million contract for the remodel?

8. Why did the DFC spend a few years planning to have about $6 million in debt repayments million on the remodel and seemingly spent no time at all planning how to pay for it except only with high cost debt to a foreign bank?

9. When the DFC moved from a locally owned bank to a foreign owned bank it gave up on $45,000 that First Northern Bank was giving to local co-op development?

10. Why did the DFC commit the DFC and its members to about $6 million in debt over the next 15 years when it did not have to?

11. Why did the DFC not take advantage of a $100,000 matching loan offered by the Twin Pines Cooperative Foundation at below market conditions?

12. Sacramento Natural Foods Co-op and Briarpatch Co-op each used a $100,000 matching loan from the Twin Pines Cooperative Foundation to raise funds from their members in shares and loans. Why did the DFC not use the matching funds that our two neighbor co-ops used?

13. Very few other food co-ops in the country have planned a remodel using only high cost bank debt financing why did the DFC not plan a lower cost of financing?

14. Why did DFC not do a share and/or loan drive just like Sacramento Natural Foods Co-op, Briarpatch Co-op and North Coast Cooperatives to increase equity and reduce cost of borrowing?

15. The DFC was asked to create a Strategic Plan ten years ago and still does not have a measurable strategic plan. How can you commit the DFC to about $6 million in bank debt when you do not have a measurable strategic plan?

16. Why are so many key financial decisions either presented to the DFC board at the last minute under emergency circumstances or require a special meeting with only three days notice to the members? a) The patronage refund for 2006 b) The patronage refund for 2007 c) The $3.9 million dollar loan from Union Bank

17. The DFC letter to the members with the 2006 patronage refund said that the DFC would match all contributions to the Davis Cooperative Community Fund up to $5,000. A member made a contribution of $4,000 to the DCDF. The DFC has so far refused to match that generous donation. Why has the DFC not kept its word?

18. Why did the board pay taxes of $90,000 when it did not have to?

19. Why did a DFC staff member who was also a board member get a $10,000 check from DFC to leave the board and the organization?

20. Why does the board refuse to answer most of these questions?

—DavidThompson

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2008-05-13 14:12:56   To the Membership of the Davis Food Co-op

Thanks to the present board our “local” Co-op is now owned by a Foreign Bank. So much for being and buying local!

Why did we plan the remodel for years without planning to finance it? Why did we plan to spend almost $4 million without ever planning how to pay for it? Why did we hold an election that by the board’s own admission did not comply with our own election policies! Why did we take out a 30 year loan on a remodel when remodels in the supermarket industry happen every ten years? No local bank was willing to make a 30 year loan for a remodel because it does not meet industry standards. Did that not tell board members something? Why did we not pursue member capital so that we owed less to a foreign owned bank? Why did we not try to pay the millions of interest to a foreign owned bank to our members? Many other co-ops have used substantial member capital to finance a major part of their remodel or expansion. Why did we not do that? The Co-op was offered a $100,000 member match by the Twin Pines Cooperative Foundation but refused to use it. Sacramento and Briarpatch used it to raise nearly $500,000 in member capital. Union Bank is a high user of derivative loans is this what we have? Can any present board member explain what kind of a loan we have? Does Union Bank own the loan or has it been sold off in the derivative market? Local Banks will not use derivatives loans. Did that not tell the board something? A foreign owned bank now controls every economic decision at the Co-op. There is little we can do without their permission. So much for local control?

About four years ago the Davis Food Co-op began planning for an extensive remodel of our G Street store. Management and the Board knew that this remodel would cost millions of dollars given all the co-op wanted to change and add.

Board and Management went through this lengthy remodel process knowing at each step that the outcome would be a very large economic expenditure for the co-op.

Management and the Board kept choosing additional and expensive elements to include in the remodel. However, what Management and the Board failed to do was to take much time at all to figure out how to pay for the costly remodel.

When Management and Board finally figured out the total cost they ended up choosing to borrow $3.9 in bank debt. That means that with interest we the members are liable for almost $6 million in debt repayments to make over the next 15 years. Absent having a prepared capital plan, Management and Board left themselves with no other option than 100% debt financing from a foreign bank. Management is now rushing to provide scenarios which show fewer years and lesser cost. Board and Management are now reversing their position and seriously looking at member capital. Even if we do get member capital we will be four years behind in our efforts. Capital planning is everything and capital planning is not what the present board has done.

If Management and the Board had spent just as much time planning how to finance the remodel as they did to spend our Co-op’s money we would not have needed so much bank debt. As a result we would have borrowed less, had a shorter loan term and much less expensive interest cost for the remodel.

Here’s how!

Many food cooperatives are and have engaged in major remodels, expansions, moves or built new stores in the past decade. Almost every one of them has planned to finance their efforts to lower the need for debt capital by raising capital from their members. The magazine Cooperative Grocer has continuously written articles about how food co-ops have used member capital as part of financing their growth.

For example, years ago North Coast Cooperatives (Arcata & Eureka) created Class C shares to help them permanently reduce their need for debt capital and to reduce their cost of capital. As a result, North Coast Cooperatives always has about $1.7 million in equity from their members. This class of shares pays all the interest to the local members. It means no matter what North Coast Cooperatives needs to borrow they can always reduce their borrowing needs by $1.7 million.

The DFC has one of the few built in member share mechanisms to keep up with inflation. The DFC passed these bylaws in the 1990’s which allowed this program to start in 2003. A lot of effort went into making sure the DFC had a share mechanism in place that kept our share program in lime with inflation. However, 2003 came and neither the Management or Board did anything. If the plan that was available to the DFC in 2003 had been used it would have already generated about $300,000 in additional no cost member capital over the past five years to help us lower the cost of the remodel.

What else could have been reasonably raised from the DFC members with good planning, education and effort?

1,500,000 in Class C Shares (similar to North Coast’s $1.7 million Seward’s $1.5 million, etc)

300,000 in regular shares (An option placed in our by laws in the 1990’s, already on our books

not yet triggered or used by Management or Board)

1,000,000 in member loans (similar to Wheatsville, Austin; Park Slope, Brooklyn; Whole Foods

Co-op, Duluth.

100,000 in member match program from Twin Pines Cooperative Foundation (used by

Sacramento Natural Foods Co-op and the Briarpatch Co-op but not by Davis)

600,000 in profits in 2005, 2006 and 2007 that we could have retained tax free if we had

obtained a timely legal opinion from the Department of Corporations. It takes about 3

months to get an opinion. Could we not have obtained that sometime during the past

four years?

All these options are available to the DFC and could have been planned for and put in place during the years of remodel planning. All these member capital sources would have created $3.5 million from all sources of non bank debt finance. All these sources would have either been no cost capital or lower cost than the bank debt financing in place.

$1,000,000 at no cost rather than 6.25% $2,500,000 at 4% rather than 6.25%

$400,000 borrowed at 5% rather that at 6.25%

$600,000 retained tax free with no cost to the Co-op

versus, $3,900,000 borrowed as 100% bank financing at .6.25%

We recognize that not all plans are perfect and that these different components would not have all worked in the same categories as above. So an assumption is that enough funds would have come from different components for there to be needed only $400,000 in bank debt. A far less costly event than borrowing $3.9 million.

Here is the North Coast Cooperatives example:

North Coast Cooperatives - Equity Outstanding as of March 25, 2006

Number of Shares Value of Shares

Membership "A" Shares * 9,653 $ 165,225

Sustaining "B" Shares ** 70,463 704,632 Preferred "C" Shares ** 175,178 1,751,784

TOTAL EQUITY OUTSTANDING $2,621,641

Some people say that there is not enough money among the DFC members to be able to obtain enough capital from them. The facts say otherwise. We have about 9,000 households. The average household in Yolo County earns $60,000 per year (its actually much higher in Davis). As a result our 9,000 households earn $540,000,000 a year (almost half a billion dollars). Given how much money our members have it is not difficult for me to see that our members would be glad to invest in the co-op and obtain a return. Paying $100,000 a year in interest to our own co-op members is my idea of keeping money local rather than shipping that money daily to a foreign bank.

On a number of occasions I have offered to help Management and the Board put together a capital plan to avoid taking on so much bank debt capital. My offers have never been taken up. As President of the Twin Pines Cooperative Foundation I worked with the Sacramento Natural Foods Co-op and the Briarpatch Co-op on our Member Match Loan Program. I suggested to Management that they use it to gain the $100,000 match from TPCF and the additional $200,000 + that comes from the members. This would have created at least $300,000 in low cost member capital.

Here is the North Coast Cooperatives example:

North Coast Cooperatives - Equity Outstanding as of March 25, 2006

Number of Shares Value of Shares

Membership "A" Shares * 9,653 $ 165,225

Sustaining "B" Shares ** 70,463 704,632 Preferred "C" Shares ** 175,178 1,751,784

TOTAL EQUITY OUTSTANDING $2,621,641

Measure the efforts and the planning of the Seward Co-op in Minneapolis. Seward is a co-op presently doing 10 million a year (DFC is doing $15 million plus and has about 9,000 members)

Here is an excerpt from the Seward Co-op’s 2007 annual report. (Seward has 3,687 members and did just under $10 million in 2007.)

To position ourselves for this move, 2007 was marked by an incredible effort to raise capital for this project. In November 2006, we offered for the first time in our history Class C stock investment in the cooperative. We also launched a successful member loan campaign. Between these two vehicles we raised over $500,000 in member loans and Class C stock. Additionally we had commitments of another $250,000, putting us on track to raise the necessary member capital to realize this project.

From the Seward Co-op website here is the latest news. They have now raised $1.26 million with another $240,000 to go as their goal for a total of $1.5 million coming from their 3,687 members.

Help Grow Our Co-op! (web site Seward Co-op) Thanks to the support of our member-owners, our first capital fundraiser generated more than $1.1 million in investments, which allowed us to receive financing from outside lenders for this project. As we move forward with our expansion, we would like to raise an additional $400,000 in capital from our members. To date, we've raised $160,501 towards that goal.

At the conclusion of this document you will find a sample of food co-ops raising money from their members to reduce the cost and amount of borrowed capital.

The co-ops chosen represent co-ops doing a volume similar to us and having project costs of a similar capital size.

Park Slope Food Coop, Brooklyn 2001* Purpose: Store Remodel Expansion Total Cost: Not known Member Loans $1,000,000

Whole Foods Co-op, Duluth 2005 Move from 5,000 sq ft store to 18,400 sq ft store Cost $5.7 total project Member Loans $884,000

Moscow Food Co-op, Idaho 2005 Purpose: Move from 7,000 sq ft to 15,000 sq feet Cost $1.1 Member Loans $450,000

Wheatsville Co-op, Austin, TX Member Loans $715,000

We have about 165 investor shareholders at Wheatsville with a total of $715,000. We sold the $100 shares bundled in minimums of 10 ($1,000) in order to keep the number of people manageable.

Weaver Street Market, Carrboro, NC (Member Fundraising from web site)

How else can you help? Make a loan! Now we're asking for your help to reach our financial goal for individual member loans. Construction has begun on the Gateway Center. You can now see the layout of the building, the parking lot, and the green space in front of the store. If construction stays on schedule, we plan to open in early 2008.

We have received approval for a $6.5 million financing package for the Hillsborough store and our new Food House facility in west Hillsborough. The package includes federal tax credits, a loan from the National Cooperative Bank, a loan guarantee from the USDA, and features a below-market interest rate.

The Financing package is contingent upon us raising $600,000 in member loans. We need 60 supporters to lend us at least $10,000 each in order to close on our bank loans. In return for your support, we will pay you 6% simple interest annually, and will repay your principal at the end of five years.

Seward Co-op (from their web site)

Not planning to lower your cost of funds is not acceptable from a board which is stewards for our Davis Food Co-op.

Do not vote for existing board members (Doreen Pichotti and Jane Booth) who have voted to place us all in such debt.

—DavidThompson

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2008-05-13 15:47:16   Dear Zack: Thank you for your comments. I have added a number of fact based articles to this site which are critical of the practices of the Davis Food Co-op and the fact that we have are in dewbt to a foreign bank likely due to improper election actions by the board. Perhaps you will take a look at the materials and post your own support of the efforts we are making to change the ethics and values of the present board. I think many people would like to hear how you stand on some of the issues raised. As a group we know the qualities and the long term contributions to the community and to cooperatives of each one of the candidates we endorsed. At this point none of us knew you so that is one key element of the choices we made. We look forward to your contribution to the dialogue and for building a co-op that adheres to its values and policies. David Thompson —DavidThompson

• You're welcome to draw upon the e-mails I sent you regarding the issues raised. There wasn’t anything I failed to respond to, if I recall. I do believe my comment above paints a clear picture of how I stand on related issues, but when opposing viewpoints are missing, I cannot make a decision without being one-sided. Again, based on what I know, my intuition is that there are infractions that need addressing, but things can often look superficially simple from the outside, leading us to draw hasty judgments about the people behind the decision-making. What appears to be a clear-cut failure of judgment may belie a series of complex reasonings. Perhaps if the previous board members post some of their responses to your inquiries—providing rationales for taking out a loan as opposed to relying on local capital, for example—I can then at least say I’ve given their side a fair assessment. In lieu of this information, I cannot do so. This brings me to another issue. I find it troublesome, irrespective of the legitimacy of either position, that contentions have been voiced with an air of cloying hyper-professionalism and legalistic verbiage. We are all on the same side, ultimately, in our promotion of cooperative values. This isn't an episode of Survivor, where only one person comes out triumphant. This is a cooperative where differences should be handled openly and with sensitivity. And so we needn't take the humanity out of the problem space to come to some resolution, nor do we need to caricature one side as incorrigibly in the wrong, if they are part of our community (which they are). Even if they were mistaken in their judgment, and this very well may be the case, we can still work cooperatively towards a mutual resolution. If all other avenues of cooperative problem-solving have been exhausted, and this legalistic style of exchange is the last resort, then I guess I’m missing the big picture. —ZN

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2008-05-19 11:13:39   Board President’s Annual Report Davis Food Co-op Darius Pazirandeh, Board President

Introduction

In this last year, the Co-op began a major facility renovation. This project involves big changes to the store and represents some financial risk. The board’s job was to make a decision on whether to pursue and support a renovation. After the final decision to approve the loan was made last year by the member-owners, the board delegated all renovation oversight and planning to the general manager. Thus, during this last year the board hasn’t been closely involved with the details of the renovation. The task before the board now is to consider what the next step will be after the renovation. The board has been working on several other issues, while continuing to receive reports and updates as the renovation progresses

The Renovation

It is our expectation that the renovation will be finished by April 2008. As you may know, the renovation is broken into four phases. Phase 1 has been completed, and Phase 1A, the deli renovation, is currently underway. During the four years before the renovation began, the board considered how best to invest the Co-op’s money back into the Co-op. You may remember that the board considered whether it would be best to open a new store, to move, or to reinvest in the current location. After considering all of these options, the board decided that it would be best to take the least risky option and invest in our current store, which we know is in a successful location. In making this decision, the board relied on market studies, the sense that member-owners were wary of taking a risk after Sacramento Natural Foods Co-op’s bad experience, and the general idea that what was going on in our current location was a success. Even after we had embarked upon planning for the renovation of our current store, the board considered multiple site/market studies of the location at the Westlake shopping center in West Davis. However, a number of factors led the board to determine that the West Davis location was infeasible at this time, including low visibility and traffic at that shopping center and the extra costs involved in opening a new store (rather than renovating the current location). Additionally, there is significant concern that the high concentration of members in the neighborhood would mean that a West Davis store would simply “cannibalize” sales from the main store, while failing to draw in a significant number of new members. In order to finance our current project, the board sought and received permission from our members to borrow almost four million dollars. The election was heated, and there were some controversies which I will address below. After seeking loans from several banks and credit unions, the board chose to take Union Bank’s offer, because the total cost of the Union Bank loan would be about $300,000 less than the other loans, based on the package of loans and interest rates offered. The board reasoned that it would be better to directly reinvest the saved money in the community, rather than pay a higher interest cost to a “local” bank. This year, the board committed to reinvestment through donations to an organization as recommended by the general manager. Our loan is structured such that there is an interest bearing real estate loan of $3.29 million, and a non interest bearing equipment loan of $640,000. The bottom line is that we have not yet borrowed the full amount of the loan, and if we do borrow the full amount, our goal is to completely pay off the loan in seven years, with the final payment in 2016, at a total cost of almost $5 million plus the small opportunity cost of not being able to invest the amount of the equipment loan. Another cost of the loan is that there will likely not be a patronage refund for at least five years. These figures are based on sales growth projections, labor costs, and margin projections, which are based on the actual performance of the Co-op over the last two years. All of these projections are made without considering the impact of a member-owner capital program (discussed below). In other words, these figures represent the ceiling of the cost of the loan. If the board implements the proposed member-owner capital program, then some of the cost of the loan will be reduced, and some of the cost of the loan will be paid to member-owners rather than to Union Bank. Ownership and Member-Owner Capital

You should keep in mind what the Co-op is, and what your relation to the Co-op is. The Co-op is a for-profit, co-operative consumer corporation. Unlike a typical corporation, the Co-op is wholly owned by people who use the Co-op. Anyone who has bought shares in the Co-op is an owner of the Co-op, usually referred to as a “shareholder” or a “member-owner.” A “member in good standing” refers to a shareholder who is up to date on paying her yearly share requirement, or someone in the shareholder’s household. The word “member” gets thrown around a lot referring to both a member in good standing and a shareholder, but it has a very specific meaning in the context of the Co-op. Unlike a store such as Costco, or an organization like AAA, when you are a member-owner of the Co-op, it means that you or someone in your house is an owner of the Co-op. The unique relationship between the member-owners and the Co-op is one of the greatest strengths of the Co-op as opposed to a normal grocery store. It gives us an ability to raise capital (money) directly from those who use the services of the Co-op, providing both an opportunity for member-owner investment and for member-owners to affect the quality and prices of the products and services of the Co-op. That is why we’re now exploring a process of raising capital from member-owners. This project will have an immediate, direct effect as it will provide funding for the current renovation project, and it will also have a long term effect, as it will provide a broader base of capital for the funding of future projects. While we have not settled on a method of raising this money, we are considering three options. The first option is to raise the maximum share limit from $300 to $400, as stated in our bylaws. The second option is to issue a second class of shares, which would not give rights to vote, but which would pay out dividends. The third option is to begin soliciting small loans from individual member-owners. Each of these options is currently being considered, and the pros and cons are being weighed by the board and the management. We expect that we will have a proposal for the member-owners to vote on sometime in the next year (perhaps in a special election). There are a couple of important points I would like to make about member-owner capital. The first point is that the Co-op will begin to raise capital from members in time to make a meaningful impact on the total cost of the renovation loan. We expect that at least one of the prongs of the member-owner capital program will be implemented within the next six months. Once we start raising capital from member-owners, there will be an immediate effect on the cost of the loan. For example, if we raised $100,000 by the end of this year through member-owner loans, this would allow the Co-op to forgo borrowing $100,000 from Union Bank. Some of the benefit of the savings would accrue to member-owners who had made loans to the Co-op, and some of the benefit would be a direct saving to the Co-op. The second point is that a member-owner capital program is one financial tool in the tool box. Every Co-op that uses member-owner capital in order to finance projects also relies on bank loans. By having a member-owner capital program up and running, we will be able to reduce the cost of our current renovation, and more effectively finance projects in the future. Envisioning Long Term Goals

So far I’ve talked about the current renovation, ownership, and capital. This all really goes to what the Co-op does in our community, and how that fits in with the Co-op movement throughout the country and the world. The final piece of the puzzle is envisioning what will happen in the future. As I’ve stated, we expect that by next year the current renovation will be completed, and in about seven years the loan for the renovation will be completely paid off. We expect to have implemented a member-owner capital program, which will put us in a strong position to fund new projects. The board’s job in relation to the member-owners is to envision what those future projects will be. The current project was implemented by the board based on the sense that the member-owners wanted to strengthen the home base: the G Street Store. Now that this is underway, the board is focusing on what comes next. What seems clear to this board is that it is important to the member-owners to express their values in a sustainable way such that whatever actions are taken will not jeopardize the financial well being of the Co-op. We all want to see every neighborhood with a local grocery store, all information about foods be made available, and each shopper at the Co-op make healthful and informed choices. However, we cannot ignore the realities that we are operating in a highly competitive market. With the rise of competitor chains such as Whole Foods and Trader Joe’s, we must be cognizant of the risks that we take when we make a decision to implement a project that does not directly add to the strength of our base. In the coming years, the board will be faced with the question of how to invest the Co-op’s profits. Should we open satellite stores in Davis and surrounding communities? Should the money be returned to individual member-owners through patronage refunds? Should we once again plan to reinvest in our home base? Should we support the wave of new Co-ops planned by the National Cooperative Grocers Association? Should we support the growth of producer cooperatives? Should we use the resources to keep prices as low as possible and/or support local education efforts and community organizations? The board is beginning to explore these questions in depth. In May, the general manager presented a report to the board on “…under what scenarios [it would] make sense to open a new store.” In the coming months, the board will be looking in depth to develop a compelling vision for the future of the Co-op that will balance our highest dreams for the future with responsible growth. Other Projects of the Board of Directors

Bylaws Revisions The board is examining the bylaws and articles of incorporation for needed revisions. The articles and bylaws are the rules by which the Co-op must abide. They can be changed only with the consent of the member-owners. You might think of them as the constitution of the Co-op, in contrast to a board policy or a management policy. The board is looking at some changes which can be summarized as follows: 1) Those changes necessary for implementation of the member-owner capital program. An example of this would be adding the language necessary to implement the issuance of a second class of shares. In this example, the bylaws, which currently say there are no dividends paid on shares, would be changed to say that there are no dividends paid on normal member shares, but there are dividends paid on class B shares. 2) Those changes which may have an impact on the governance of the Co-op. For example, there has been a vigorous debate in the last few years about whether it is appropriate for directors to have a term limit. There are both pros and cons to this limit. The board will look at these issues and present them to the membership to make a decision. Another example is the inclusion of an election policy in the bylaws. While there is an election policy in place now, it is under the control of the management and the board; putting the election policy in the bylaws would shift the control to the member-owners (see below for more information). 3) A general clean-up of the bylaws. Right now there are lots of redundancies and confusing, vague, or inconsistent language. For example, the bylaws define “member” and “shareholder” but don’t use those terms consistently. Revision of the Election Policy Last year’s election was very controversial, due in large part to the substance of the loan vote. The board delegated the responsibility for providing information and running the election to a task force composed of directors and management. The task force interpreted the election policy to allow it to approve an election flyer that advocated for member-owner approval of the loan. After considering the matter, the board decided that this was a practice that we wanted to prohibit, although not something that invalidated the election. The board completely revised the election policy for the 2008 election to prevent this situation from being repeated. In addition,by moving the election policy into the bylaws, the board shifted control of the policy from the management and the board to the member-owners. After we are able to gauge how the revised election policy works in the current year, during the next election you should expect to vote on placing this revised election policy into the bylaws,. Ends Revisions The board does much of its work through policies that direct and constrain the general manager. The so-called “ends policies” are those which establish what the board sees as the overall outcome of the Co-op. The ends are how the board expresses its vision for the Co-op. In this last year, the board undertook a careful analysis of the ends and realized that much of what is currently written is not in fact expressing a vision for the store, but rather is a detailed set of constraints placed on management regarding various aspects of the store. Therefore, the board is in the process of a comprehensive revision of the ends policy. The goal is a clear and concise statement of the values that are expressed in the old ends policy. These ends are then interpreted by the general manager, who will create a plan to implement them and benchmarks to measure success. If you are interested in the ends policy creation and monitoring process, I encourage you to contact the board’s “food ends” task force which is currently lead by April Kamen. Improving Internal Board Process, Transparency, Communication, and Longevity The board has paid attention to its own processes and how they relate to the membership. Over the past two years, the board has taken steps to improve its transparency, its communication with member-owners, and its own continuity. (This last point is important: Because there is a steep learning curve for new directors, director turnover causes a lot of difficulty.) For example, the board has • Limited arbitrary use of closed meetings to make decisions behind closed doors. • Developed procedures to ensure that everyone who contacts the board is answered. • Made all materials for meetings available to member-owners for inspection. • Included member-owners in task force work. • Begun preparing an in-depth survey of the member values. • Striven to give reasoned responses to all formal requests that member-owners have presented. Conclusion

The past 12 months have been an exciting and landmark time for the Davis Food Co-op. The board of directors has worked diligently on many issues, including approving and initiating the renovation, initiating a framework for a new member-owner capital program, beginning to revise our election policies and our bylaws, working to become more efficient and responsive, and beginning to re-craft our ends statements through intensive visioning efforts. We look forward to the next 12 months. We welcome your participation and help with the exciting work ahead.

—DonWiskerando

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2008-05-20 09:04:00   There seem to be 2 factions- those who support the ill-advised debt-financed renovation and its conversion of the Davis Food Co-Op into what would better be called the Davis High-End Tchotchke, New-Age Supply and Wanna-Be-Nugget Co-Op, and those who want to open a satellite store in Stonegate. Are there any board candidates who will admit that the direction the Co-Op has taken since the renovation began, with decreased space for food and increased space for tchotchkes, is not the direction the Food Co-op should be heading in, AND that expanding to a strip-mall location on the edge of suburbia that has proven to be unable to support a grocery store is also not the direction the Co-op should be heading in? It does not appear so. My vote appears to be destined to go to none of the above. —aharjala

• I don't fall into either faction. But of course, there's something to be said for providing ethical alternatives to everyday household items. I question whether this role is appropriate for the Co-op, however. —ZN
• I agree that the renovation is not totally there yet but please note that we are still in the middle of it and things will still change. Management has heard that some people don't like all the household items right in the middle, others don't like candy on the aisle ends, others don't like the high produce shelves. I don't like the fact that there is more commercial produce and less of a seperation between organic and commercial. All of these things are being taken into consideration and the final layout is not completed. Regarding a Stonegate satellite, I haven't seen a plan that works yet but I'm always open to the possibility. However, I prefer to strengthen the existing store more and then consider all expansion opportunities side by side include non-satellite opportunities such as on-line ordering. — Doreen Pichotti
• "strip-mall location on the edge of suburbia" - Wow, I didn't realize that us west Davis residents are dragging down the town. How is West Village Plaza more of a strip mall than the G Street Shopping Center? —Jim Evans

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2008-05-21 13:10:19   Sorry Jim. I did not mean to offend. It would be better to describe Westlake Plaza as being on the edge of town, rather than on the edge of suburbia. The point I was trying to make is that, apart from Mr. Norwood apparently, every other candidate for the Board seems to be running for the purpose of either: 1) continuing the transformation of the Co-op from a neighborhood grocery store with an emphasis on natural foods into a debt-financed high-end gift shop with some food, or 2) opening a second store in a location that has proven to be unable to sustain a grocery store. Neither of these options seems to make much sense to me. My complaint with the renovation is not a layout issue. I have been waiting as it has progressed, wondering where all of the millions of dollars of our debt are going. Besides the needed work on the refrigeration system and the unsafe working conditions in the back (which we were told would be done regardless of whether the loan was taken out)- the only real difference appears to be an expansion of non-food and a decrease in food. If that is the direction the majority of members of the co-op want to take, so be it. But when I see that the only candidates for the board who are questioning the renovation, its financing, and the questionable circumstances surrounding its approval, are those who are pushing for a second store in a location that has proven unable to sustain a grocery store, I'm wondering if I am the only member who does not see three candidates I can vote for. I just don't see how pretty wood tables and fancy steel shelving brimming with knick-knacks is a way for the co-op to remain competitive, anymore so than sinking millions of dollars into a Westlake Plaza location that has proven unable to support a grocery store will suddenly make the location anything more than a drain on the co-op's already questionable finances, considering the renovation debt we've taken on.

—aharjala

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"2008-5-22"

Dear Co-op Members:

With 9,000 member households, it is crucial that we have a Board of Directors that works for the best interests of all our members.

The idea of a Davis Food Co-op branch in the Westlake shopping center in West Davis continues to be a central issue in this election. Past and current Boards of the Davis Food Co-op have carefully, publicly, examined the idea of a second store at the Westlake site. Unfortunately, Westlake has serious flaws as a grocery store site, and we have now received five separate outside opinions that indicate a high probability of significant financial loss. Spending more of our resources on examining this question would be a poor choice on the part of the Board.

When you are making your choices for the Board, please also consider those candidates who have evidenced willingness to do the work. Doreen Pichotti and Janie Booth have both been dedicated volunteers for this organization. By contrast, the only non-incumbent candidate at the April Board Meeting was Michael Ullrich. Michael, Stacie Frerichs and Kevin Wolf attended the May meeting.

I hope you’ll join me in voting for four candidates who are interested in safeguarding the interests of all our members:

Janie Booth, one of the incumbents running, is an absolute top-notch Director. She has a thorough grasp of good business practices, and has performed with astonishing dedication given that she is both a new mother and a small business owner.

Stacie Frerichs has been a dedicated Co-op member since 1999. She has regularly volunteered, attended Board events, and kept herself informed on Co-op issues. Her strong conventional business background will serve us well.

Michael Ullrich, a Co-op employee, is the only non-incumbent candidate to attend a recent Board meeting. I have been deeply impressed by the amount of research he put in to making the decision to run. I believe that he will bring a valuable concern for traditional Co-op values to our activities.

Doreen Pichotti, also an incumbent, has been a reliable, hard-working director for the last three years. Her grasp of our polices and the work that we hope to do is important to our Board, and I am delighted that she is willing to continue to devote her time to our endeavors.

Please join me in voting for Janie, Stacie, Michael and Doreen. Their abilities will serve us well in the coming year.

Sincerely,

Julie Cross - jacross[at]dcn[dot]org

This letter expresses my personal opinion, and has not been approved by the management or board of the Davis Food Co-op. A slightly different version of this letter was distributed on April 25.

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2008-05-24 11:58:43

—Solomon

• What satire! Stephen Colbert would be proud. Or if it's not satire, what else could it be but propaganda? Seriously though: if the board, whose function is shareholder representation, were in lockstep with the administrative staff, the board would have no credibility as an independent body. There would be no distinction between executive and legislative branches, so to speak, and therefore no real impetus for independent minded action. —ZN

• I have to agree with Zach on this one. This flier, and other campaign literature of this ilk, is troubling. It somehow suggests that the general manager needs "team players" on the board. If this is the case, then the board has rendered itself unnecessary. Remember, this is a board of "directors." It is their job to direct, and for others to follow. To use a nautical analogy, the Co-op is like a ship. The Board represents the owner of the ship and picks the destination. The captain of the ship (the general manager) sets the course and makes sure the ship gets there. The employees have various jobs on board to make sure the ship operates efficiently. The employees are accountable to the captain (general manager), and the general manager to the board. The board is accountable to the Co-op member-owners to elected them to represent their interests. Being a "team player" sounds a lot like "groupthink," which is very dangerous. It's best to have an independent board with a diverse set of viewpoints and a robust dialogue to ensure that no important information is overlooked. There's no reason this cannot be achieved in a professional and courteous manner. —Russell Snyder

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May 27, 2008

To: Members of the Davis Food Co-op Fr: David J. Thompson Re: Who Owns and Controls Union Bank

Some people have been claiming that Union Bank is a local bank that is not foreign owned.

The truth is as follows: Union Bank is majority owned by The Bank of Tokyo-Mitsubishi UFJ (see below) The records show that 63% of the stock of UnionBancal (2005) is owned by Bank of Tokyo-Mitsubishi UFJ. Mitsubishi UFJ is the world’s largest Bank by assets.

So the Davis Food Co-op which places a great deal of emphasis on being and acting locally now is a borrower from a foreign owned bank owned by the world’s largest bank which is based in Japan. By the loan agreement the DFC is required to have its depository relationship with a foreign owned bank. The terms of the agreement are that for at least the next five years all the Co-op’s economic volume (5 times an average of $16 million a year) $80 million will all flow from our locally owned co-op to the largest bank in the world which also happens to be a foreign owned bank. How will we put the breaks on the abuses of globalization if the DFC is feeding it all our local money? Time to think about putting our money where our mouth is!

This information is provided by Wikipedia

Mitsubishi Tokyo Financial Group, Inc. (株式会社三菱東京フィナンシャル・グループ Kabushiki-gaisha Mitsubishi Tōkyō Finansharu Gurūpu?), or MTFG, was one of Japan's largest banks ranked by assets (an estimated US$1 trillion), second only to Mizuho Holdings. On October 1, 2005, MTFG completed the acquisition of UFJ Holdings, Japan's fourth largest banking group, to form the Mitsubishi UFJ Financial Group (MUFG), the world's largest bank ranked by assets with ¥190 trillion (approximately $1.7 trillion).

The Bank of Tokyo-Mitsubishi UFJ From Wikipedia, the free encyclopedia • Ten things you may not know about images on Wikipedia •

This article may require cleanup to meet Wikipedia's quality standards. Please improve this article if you can. (May 2007)

The Bank of Tokyo-Mitsubishi UFJ, Ltd. Type a Mitsubishi UFJ Financial Group company

Founded 1919

Headquarters Chiyoda-ku, Tokyo

Key people Nobuo Kuroyanagi, President & CEO

Industry Finance

Products Banking

Revenue N/A (established on January 1 by Vasu, 2006)

Employees 34,274 Website bk.mufg.jp/english

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (株式会社三菱東京UFJ銀行 Kabushiki-gaisha Mitsubishi Tōkyō UFJ Ginkō?) (NYSE: MTU), or BTMU, is a Japanese bank that was established on January 1, 2006, with the merger of The Bank of Tokyo-Mitsubishi, Ltd. and UFJ Bank Limited. The bank serves as the core retail and commercial banking unit of the Mitsubishi UFJ Financial Group, Japan's largest financial services company measured by assets. The bank's head office is in Marunouchi, Chiyoda Ward, Tokyo. The Bank of Tokyo-Mitsubishi, Ltd. The Bank of Tokyo-Mitsubishi, Ltd. (株式会社東京三菱銀行 Kabushiki-gaisha Tōkyō Mitsubishi Ginkō?) or BTM, was a Japanese bank. It was a member of the Mitsubishi UFJ Financial Group, and one of the Mitsubishi companies. The Mitsubishi Bank, Ltd. (株式会社三菱銀行; Kabushiki-gaisha Mitsubishi Ginkō) was a Japanese bank, and was a core member of Mitsubishi Group companies. The bank was established on August 25, 1919. The Bank of Tokyo, Ltd.(株式会社東京銀行; Kabushiki Gaisha Tōkyō Ginkō) was a Japanese foreign exchange bank. The Mitsubishi Bank, Ltd. merged with Bank of Tokyo Limited , forming The Bank of Tokyo-Mitsubishi, Ltd.. On January 1, 2006, the bank was merged with UFJ Bank Limited to form The Bank of Tokyo-Mitsubishi UFJ, Ltd.. [edit] UFJ Bank Limited UFJ Bank Limited (株式会社UFJ銀行 Kabushiki-gaisha UFJ Ginkō?) was a Japanese bank originally established by the merger of The Sanwa Bank, Ltd.(株式会社三和銀行; Kabushiki-gaisha Sanwa Ginkō) (based in Osaka) and The Tokai Bank, Ltd(株式会社東海銀行; Kabushiki-gaisha Tōkai Ginkō) (based in Nagoya) in 2002. With the merger of its then parent company, UFJ Holdings, Inc., and Mitsubishi Tokyo Financial Group on October 1, 2005, it became a unit of Mitsubishi UFJ Financial Group, Japan's largest bank measured by assets. On January 1, 2006, the bank was combined with The Bank of Tokyo-Mitsubishi, Ltd., another unit of MUFG, to form The Bank of Tokyo-Mitsubishi UFJ, Ltd. [edit] History [edit] 2004 The Mitsubishi Tokyo Financial Group agreed to merge with UFJ Holdings [edit] 2005 Mitsubishi Tokyo Financial Group merged with UFJ Holdings, creating the Mitsubishi UFJ Financial Group [edit] 2006 The Bank of Tokyo-Mitsubishi merged with UFJ Bank Limited, forming The Bank of Tokyo-Mitsubishi UFJ, Ltd. (Note: The UFJ was formed from a merger with Toyota's Toyo Trust and Banking). small> [edit] Holdings

UnionBanCal Corporation (approx 63% in Feb 2005, from 68% in 2004)

UnionBanCal Corporation (NYSE: UB) is a bank holding company in San Francisco, California. It is a member of the Mitsubishi UFJ Financial Group.

Union Bank of California From Wikipedia, the free encyclopedia Union Bank of California is among the 25 largest banks in the United States, based on assets. The bank has 330 branch offices in California, Washington and Oregon; two international offices; and facilities in six other states. History The story of Union Bank of California (Union Bank) goes back more than 140 years, to July 5, 1864. That date marks the founding of The Bank of California, the first incorporated commercial bank in the West [1] In 1880, Yokohama Specie Bank was created in Japan. In the early 1900s, Kaspare Cohn, a German immigrant with a fabric and clothing business established Kaspare Cohn Commercial & Savings Bank in Los Angeles. In 1918, Kaspare Cohn Commercial & Savings Bank was renamed Union Bank & Trust Company of Los Angeles. In 1947, Yokohama Specie Bank became The Bank Of Tokyo, Ltd., and in 1953 it established a San Francisco subsidiary called The Bank of Tokyo California (BOTC). Union Bank Is Born Union Bank & Trust Company of Los Angeles shortened its name to Union Bank in 1958. Union Bancorp, a one-bank holding company, was established in 1967 and acquired by Standard Chartered PLC of London in 1979. BOTC acquired Southern California First National Bank of San Diego and renamed it California First in 1975. Although majority-owned by BOTC, it started trading on the Nasdaq exchange. In 1984, The Bank of California became a wholly owned subsidiary of The Mitsubishi Bank, Ltd., which had been founded by former samurai Yataro Iwasaki in 1880. Union Bancorp was acquired by California First Bank in 1988, retaining the Union Bank name. [2] Union Bank of California Today In April 1996, The Mitsubishi Bank, Ltd. and The Bank of Tokyo, Ltd. merged in Japan. In San Francisco, The Bank of California and Union Bank consolidated into UnionBanCal Corporation, a bank holding company, and its primary subsidiary Union Bank of California, N.A. In 1999, UnionBanCal Corporation became a publicly owned company listed on the New York Stock Exchange (NYSE:UB), although it is majority-owned by The Bank of Tokyo-Mitsubishi UFJ, Ltd. Today, Union Bank is a leader in business lending and ranks among the 25 largest banks in the U.S.[3]

May 28, 2009

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Dear All:

My post about Union Bank is in direct response to the mis-information provided by Jill Duman in the Davis Enterprise and Solomon Teklu on the Davis WIKI about election 2008. Here is what Solomon wrote in his election piece which I saw first on Monday.

“We know the COOP is strong because of its ability to borrow money in a global marketplace. The COOP borrows money for improvements, increases sales, deposits in a local bank and we hope the local bank invests its earnings based upon our core values.”

In a recent letter to The Davis Enterprise, these folks stated the renovation has resulted in members holding “millions in debt to a Tokyo Bank” (in actuality, Union Bank, which is partially owned by the Bank of Tokyo). Letter to Editor by Jill Duman May 19, 2008.

In the interests of fairness I would hope that you might equally critique Solomon and Jill for their misleading information to co-op members about Union Bank. At least I am providing the truth to the members about who owns Union Bank.

David Thompson

Here are sources for who owns Union Bank Worlds Largest Banks - 2008 Update Published in February 5th, 2008 Posted by Scott in Corporate Source Bloomberg. The following is a table of the world’s biggest banks by market capitalization in current U.S. dollar terms, showing their rank at the end of January 2008, 2007 and 2003. 1/31/08 Mkt cap ($bln) 1/31/07 1/31/03 1 ICBC 277.514 4 NA 2 Bank of America 195.933 2 2 3 HSBC Holdings 176.788 3 3 4 China Construction 165.234 7 NA 5 Bank of China 165.087 6 NA

6 JPMorgan Chase 159.615 5 9 7 Citigroup 140.698 1 1 8 Wells Fargo 112.365 11 4 9 Banco Santander 109.862 12 23 10 Mitsubishi UFJ Financial 105.412 9 22

In the following information from American Banker you will note that entry #28 is Mitsubishi Tokyo (Union Bank) headquartered in Tokyo. This chart only counts deposits in the US financial institution which is Union Bank. Following are the 150 U.S. financial institutions with the most deposits as of 31 March 2006 (in billions of U.S. dollars). For updated information, go to www.fdic.gov. Note: Click on the bank or credit union's name to go directly to their website. Source: American Banker, 9/05. Rank Name Headquarters Deposits (billions) 1 Bank of America Charlotte, NC $683 2 Citicorp New York, NY $628 3 JP Morgan Chase New York, NY $584 4 Wachovia Charlotte, NC $330 5 Wells Fargo San Francisco, CA $308 6 Washington Mutual Seattle, WA $204 7 HSBC Holding London $127 8 SunTrust Bank Atlanta, GA $122 9 U.S. Bancorp Minneapolis, MN $122 10 Royal Bank of Scotland Edinburgh $99 26 Mitsubishi Tokyo (Union Bank) Tokyo $42

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May 30, 2008

Dear Board & Candidates: Steve Reynolds asked me to email you all with the election results. These are preliminary results, and are subject to change if ballots that have a valid postmark are received before the Monday night board meeting.

Janie Booth, 734 votes, 3 year term Michael Ulrich, 604 votes, 3 year term Stacie Frerichs, 604 votes, 3 year term Doreen Pichotti, 602 votes, 1 year term Kevin Wolf, 495 votes, first alternate Russell Snyder, 375 votes, second alternate Ray Frank, 293 votes Robert Davis, 242 votes Zach Norwood, 226 votes none of the above 4 votes Rob Roy, 2 votes S. Colbert, 1 vote Joshua Jones, 1 vote

****************************************** Julie Cross Davis Food Co-op jcross[at]daviscoop.com jcross[at]davisfood.coop (530) 758-2667 phone (530) 758-2095-8-39 voicemail (530) 758-5941 fax **************************************************

• Well, I'm surprised by these results—and I believe there's more to them than meets the eye (in terms of voter psychology, tactical voting, and all that jazz)—but all I can say is congratulations to the full term candidates and thanks for everyone who supported my effort. I'll try again next election, and in the meantime I'll participate with the board and try to get involved with various action committees. I do hope the winners take something away from the contentions shared by the rest of us. For those of you interested in related voting scenarios, see the Limited Voting system. Fascinating stuff! —Zach