The following is a snapshot in time from a moment of struggle in the New Mexico Co-op Movement, courtesy of the Wayback Machine. Some things have changed, notably the notorious “CDS Consulting” has decided to rebrand itself as “Columinate” in 2019 for reasons that are not entirely clear. As you read this and other material, remember always CDS Consulting=Columinate.
A National Takeover…One Co-op at a Time
…Why won’t the board meet with us? Why won’t they speak?
A System of Silence
Under the advisement of CDS, co-ops around the country have adopted the Policy Governance model. [9] According to the model, the board doesn’t have a say in how stores are run. [10] Instead, the board cedes decision-making power to the GM [11], who is not accountable to member-owners.
Another component of the Policy Governance model is that the board speaks with “one voice.” [1]
“Two keys to sound board process are the ability to speak with one voice and the ability to protect confidential information.”
– Thane Joyal, CDS Consultant [12]
CDS is so determined to enforce the “one voice” doctrine that it provides boards with a template for a Code of Conduct. [13] Once board members sign the agreement, they’re told they aren’t allowed to publicly disagree with a board decision or else they violate the “one voice” requirement of the Policy Governance model.
The Supreme Court of the United States of America publishes dissenting opinions, but board members at our local food co-op aren’t allowed to voice theirs.
In fact, at two co-ops, board members were forced to resign because they listenedto member-owners who disagreed with a board decision.
“The board members listened — we emphasize that they listened. They were careful not to speak for the board and made it clear that they were only there to listen…
We all learned quickly that our Brattleboro Food Co-op board speaks with one voice and listens with one ear. By listening, these two board members ‘broke the Code of Conduct’ (a document that is nearly identical in co-op boards across the country) and felt compelled to resign, otherwise having to accept the notion that they had behaved unreasonably.”
– Brattleboro, VT Co-op employees and members [14]
No wonder our board members aren’t willing to talk to us. They’ve been told they can’t.
“We Don’t Know Shit From Shinola”
Each year, CDS manipulates more co-ops via the Policy Governance model, the Code of Conduct, and other changes to co-op bylaws and policies.
Why don’t more co-ops say “no” to these changes?
When CDS begins working with a co-op, one of the first services they provide is what they call “board study” time. [15] Every month, boards are trained on a topic prepared by CDS consultants. They are also sent on retreats where CDS has dedicated access to board members.
“Pretty soon you’ll have an hour available to study, invite speakers, watch videos, share readings all designed to help you better understand the world around you. You’ll be pleased with the results…New board members will stop being so interested in discussing the cheese selection and it will point their minds where you need them to think.”
– Martha Whitman, former La Montañita Board President, current CDS Consultant, and acting manager of a La Montañita store [15]
As observed by member-owners at other co-ops around the country, the more that board members are trained by CDS, the more they exhibit powerlessness, ignorance, and self-doubt.
At a recent La Montañita board meeting, Ariana Marchello, our Board President, exclaimed, “We don’t know shit from Shinola!” [16]
She seemed to use it as a justification for the board blindly trusting the GM.
Once CDS has instilled fear and doubt in the minds of board members, those same board members are now primed for dependency on CDS. And board members who lose confidence in their own ideas begin to rely on CDS’s depiction of the marketplace and vision for the future.
Of course, CDS isn’t around day-to-day, so the board has to rely on the person vetted by CDS and given authority by the Policy Governance model: the GM.
Signing Over Control
CDS’s approach is subtle and takes place over many years. That’s what makes them so successful. By the time member-owners discover what’s going on, the board has often pushed through new bylaws and policies, taken out huge expansion loans, reduced local and sustainable purchases, increased outsourcing to CDS and shelf space for UNFI products, and hired a GM recommended by CDS.
Sadly, that’s what happened to us.
Excerpted from: https://web.archive.org/web/20210621171704/http://www.takebackthecoop.com/corporate-takeover.html