Co-op News | May 2014

CO-OP NEWS

Co-op News North Coast Co-op 811 I Street Arcata, CA 95521

Presorted Standard U.S. Postage PAID Eureka, CA 95501 Permit No 327

A Publication of the North Coast Co-op • May 2014

WIN A BIKE! +

Meet the Bike Coalition p. 3 FREE Ride to Work Days p. 3 Shopping by Bike p. 4

we  our members

Member Comment Board

CO-OP NEWS Volume 65 .

May 2014 www.northcoast.coop co-opnews@northcoastco-op.com Editor Melanie Bettenhausen

Marketing & Membership Director (707) 502-3555 ext. 132

melanieb@northcoastco-op.com

Graphics & Coordination Amy Waldrip Graphic Design Coordinator (707) 502-3555 ext. 120

amywaldrip@northcoastco-op.com

Jeremy Smith-Danford

Marketing & Graphics Assistant (707) 502-3555 ext. 129

jeremy@northcoastco-op.com The Co-op does not officially endorse the services or products of any paid advertiser. All articles, columns and letters are the expressed opinion of the author and not the Co-op News.

Arcata Location

811 I St., Arcata • (707) 822-5947 Kevin Waters, Store Manager kevinwaters@northcoastco-op.com Open daily: 6 am to 9 pm

Eureka Location

25 Fourth St., Eureka • (707) 443-6027 Toby Massey, Store Manager tobymassey@northcoastco-op.com Open Daily: 6 am to 9 pm

Cooperative Offices 811 I St., Arcata

General Manager Kelli Reese (707) 502-3555 ext. 124

INSIDE

kellireese@nor thcoastco - op.com

Membership Coordinator Bella Waters (707) 502-3555 ext. 135 bellawaters@nor thcoastco - op.com

Human Resources Lisa Landry (707) 826-8670 ext. 127 lisalandr y@nor thcoastco - op.com

Accounting Kelli Costa (707) 502-3555 ext. 138 kcosta@nor thcoastco - op.com

Board of Directors

Kelly Boehms, Kate Lancaster, Fred Moore, Tim Silva, Steve Suttell, Jessica Unmack, John Woolley

board@northcoastco-op.com

The Cooperative Principles: 1. Voluntary & Open Membership 2. Democratic Member Control 3. Member Economic Participation 4. Autonomy & Independence 5. Education, Training & Information 6. Cooperation Among Cooperatives 7. Concern for Community

1 Co-op News | May 2014

2 Red Lentil Pizza Sauce Recipe

3 Bike Month Giveaway 4 Shopping by Bike

4 Member Giveaway 5 Member Survey

5 Community Partners 6-7 Community Kitchen Class & Workshop Schedule

8 Roasted Local Shiitake Mushrooms

9-10 Bylaws Review & Revision

11 Ten Pin Meet & Greet 11 Summer River Adventures

Letters to the Editor Letters must include your name, address, member number, and telephone number (so that we can contact you should any questions arise). Letters should be kept to a maximum of 250 words and may be edited. We regret that we may not be able to publish all letters due to limited space.

Please send your letters to: Co-op News North Coast Co-op 811 I Street Arcata, CA 95521 or email co-opnews@northcoastco-op.com

cook & save

By Brenda Harper, Consumer Education Coordinator & Lauren Fawcett, Outreach Coordinator Photos by Lauren Fawcett

COOK & SAVE Red Lentil Pizza Sauce & Pizza Recipe

T

he North Coast Co-op’s Cook & Save Club hosts free monthly meetings to develop recipes that include items from our sales flyer. This month we are featuring organic red lentils.

Lentils are an ancient food, thought to be one of the first crops ever cultivated. The seeds have been found in sites across the Middle East dating back to 6,000 BC. Lentils are grouped with beans and peas as part of the legume family because, like all legumes, they grow in pods. Lentils are a great source of protein, calcium, iron and low in fat, which makes them a healthy substitute for meat. Lentils come in three main varieties: brown, green and red.

Red lentils are the fastest cooking and they lose their shape and turn golden when cooked. They taste milder and sweeter than green lentils and are great for purées and Indian dal. Red lentils are low in sodium and a good source of thiamin, iron, phosphorus, manganese, potassium and fiber.

Unlike most other dried legumes, red lentils cook quickly without pre-soaking. We used red lentils in a unique way – pizza sauce!

Sauce Ingredients Makes enough sauce for one 8” pizza

• ½ cup red lentils • 1 ¾ cups water • ¼ teaspoon garam masala or other dried herb of choice • 1Tablespoon tomato purée (optional) • 1/8 teaspoon black pepper, or to taste • 1/8 teaspoon salt, or to taste • Cornmeal (for dusting pan) Sale Ingredients ls Lenti d e R c ni Orga

$1.69 per lb Reg. $2.29

On Sale May. 20

thru

Jun. 2

North Coast Co-op Bakery Pizza Dough

$1.99 each Reg. $2.29 On Sale April. 29

thru

Jun. 2

Pizza Ingredients Crust - You can use North Coast Co-op Pizza Dough or find a gluten-free pre-made crust in our freezer aisle. If using the Co-op pizza dough, allow enough time for letting the dough rise--45 minutes (makes two 6-8” pizzas).

Sauce Instructions Add the red lentils and water to a pot and bring to a boil. Reduce heat and simmer for about 20 minutes or until the lentils are soft. Stir often to prevent the lentils from sticking to the pot. When the water has been absorbed, add the garam masala, tomato purée (if using), Toppings black pepper and salt. Mix well. If the sauce is Try some of these ideas, or create your own: too thick, add some additional water and mix • Fresh mozzarella, cut into thin slices or in. For a smoother texture, use an immersion grated blender.

• Daiya non-dairy cheese, cut into

Pizza Instructions thin slices or grated Pre-heat oven according to the pizza dough/ • Goat cheese, crumbled crust instructions. Place a pizza stone or upside • Cherry tomatoes, cut in half down sheet pan in the oven. Sprinkle the stone or sheet pan lightly with cornmeal to prevent • Zucchini squash, peeled into thin strips the dough from sticking. Stretch out the dough • Sugar snap peas, cut into thin strips until desired shape and size. Spread the red • Fresh asparagus, cut into thin pieces lentil sauce evenly over the pizza. Add your • Bell pepper, cut into rings or diced favorite toppings and bake according to the • Fresh cilantro or basil, chopped pizza dough/crust instructions (approximately 15-20 minutes) or until crust is nice and golden (add to pizza once removed from oven) brown around the edges.

Join us May 12 for the next free meeting of our Cook & Save Club | Details on p. 6 www.northcoast.coop 2

may is bike month!

We Like Bikes!

C

ome ride your bike to one or all of Bike Month’s fun activities and events! There’s the kickoff Family Bike Ride, sponsored by Eureka Natural Foods, on May 4 at the Hikshari’ Trail (Eureka), Bike to Work Day in Arcata (May 7), Bike to Work Day in Eureka (May 14) with Morning Energizer Stations at the respective North Coast Co-ops, and many more!

Find out about all Humboldt Bike Month events at: www.humbike.org, or check out Humboldt Bay Bicycle Commuters Association (HBBCA) on Facebook.

Many of us have different reasons why we do this, but simply, we like bikes.

(HBBCA) started Humboldt’s Bike Month 10 years ago. We’ve grown into a dedicat-

ed coalition of individual bike advocates/ geeks/gearheads/lovers, and representatives of HBBCA, Redwood Community Action Agency, Caltrans, Humboldt County Department of Health and Human Services, Melanie Williams at BikesThere.com, Humboldt County Association of Governments (HCAOG), and Bigfoot Bicycle Club/Redwood Coast Mountain Bike Association. Our beloved local bike shops also always pitch in!

Anyone can get involved—all you need is a desire to promote getting there by bike and fun ideas on how to share this with others. To get involved, contact Emily Sinkhorn at (707) 269-2061. Or just roll up to a Bike Month event! 

Bike to Work days at the Co-op Energizer Stations from 7-9 am

May 7 in Arcata May 14 in Eureka The Co-op will be hosting Energizer Stations in front of our stores, serving free hot drinks and snacks to bicyclists who roll by on their commute.

Adventure’s Edge will be providing free mini tuneups, so, if you limp into the Co-op on a bike with a flat tire or you just need your bike looked at by a professional, you can get it fixed and ready to go before completing your ride to work.

Don’t forget - Bike Rallies at Noon

Humboldt Bay Bicycle Commuter’s Association organized last year’s Bike to Work Day Rally. The City of Arcata staff took home the award for organization with the most Bike to Work Day attendees.

From left: Humboldt Bay Bicycle Commuter’s Association’s Rick Knapp, and City of Arcata Staff Doby Class, Mike Rice, Karen Diemer, Morgan Kessler, Julie Neander, Joe Mateer and Nancy Rehg.

Free raffle prizes, snacks and drinks May 7 - Arcata Plaza May 14 - Old Town Gazebo

May is Bike Month— enter to win one of two Trek District bikes at either Co-op location. This perfect for commuting bike comes with a front basket, front and rear fenders, and helmet!

courtesy of Revolution Bicycles the North Coast Co-op

&

3 Co-op News | May 2014

may is bike month!

By Brenda Harper, Consumer Education Coordinator

Shopping by Bike at the Co-op B

icycles are becoming more popular as a mode of transportation as well as for recreation these days. Communities are investing in more bike friendly attributes such as bike lanes on their roadways and trails suitable for biking.

More and more people are turning to bicycles to run errands like grocery shopping.

You may think it’s impossible to grocery shop by bike but it’s amazing to see what folks here at the Co-op are doing with their goods. Maybe doing a month’s worth of shopping for a family of four is unreasonable, but if you’re just shopping for yourself or a partner or you do have a family and need to pick up a few items, grocery shopping on a bicycle is quite possible-you just have to have know how.

When you food shop on a bike you have limited space for what you can carry

Colin Fiske shops frequently at the Co-op, his main mode of transportation being his bike.

For Humboldt’s weather he advises bikers to be prepared for rain and drizzle.

home and perhaps this will force you to make healthier purchases. Items such as potato chips, cookies, cans of soup, beer, wine and sugar-packed juice or soft drinks usually get cut from the list when compared to healthier items like fruit, rice, vegetables and meat for entrees. With a little bit of preparation you can shop by recipe and carry home enough items for several meals. Purchasing in the bulk department can eliminate packaging that takes up a lot of space.

After several trips you’ll eventually discover the perfect system for packing away your groceries. You might even be ready to try shopping for a family of four by bike using one of the Co-op’s bike trailers. Enter for a chance to win below (also available for sale). 

Eureka resident Mark Mueller has been an avid bicycle rider for years. At one point he was riding up to 70 miles per day just for fun.

Now he commutes to work by bike and shops at the Eureka store before heading home. It’s about 4.5 miles home from the Co-op and in rain or shine Mark packs his groceries in waterproof panniers or saddlebags, making sure his load is evenly divided between the two sides.

Tips for shopping by bike 1. You need something to pack your groceries in. A backpack for your groceries will work. Front baskets are available that do not require adding anything to your bike. A rear rack with some sort of attachment is necessary in order to carry extra items that can’t fit into your backpack or for carrying heavy, large or delicate items. Attachments to the rack could be a bungee net, plastic crate, basket or panniers that attach and hang down the sides of the back wheel.

2. Know your limits to how much you can actually carry on your bike and still make it home. Extra weight can make hills seem impossible!

3. When filling your backpack, baskets or panniers, put the heavy and largest items on the bottom. When there are no heavy and large items, the flattest items get stacked at the bottom. The lighter and more fragile items always go on top.

HAPPY BIKE M NTH! We

our members

Member Giveaway

Cook & Save Recipe

WIN a Co-op Bike Trailer!

Chris Butner in Arcata hauls his bike trailer when shopping for a large amount of groceries, or for items that just won’t fit on his bike alone. His other bike is a fold-up Brompton, with a front pouch for groceries. Being a bicycling advocate, he promotes topics of interest on his website/ blog called Mobility Matters at http://completestreetsadvocate.org. Check it out!

Enter in either store location Deadline to enter: May 31 www.northcoast.coop 4



community partners

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www.lovinghandsinstitute.com

Eureka Car Stereo

w 0 la 9-1 y b p. e Se ons i vis e r

WIN A $25 GIFT CARD

Member Survey DEADLINE TO ENTER MAY 31

To help the Board with their Bylaw updates, what questions or concerns do you have regarding the proposed language for Section IV and Section V of the Bylaws as detailed in this issue of the Co-op News?

Car Audio • iPod and Bluetooth Solutions • Auto Security Alpine • Focal • Pioneer JL Audio • Kicker Viper

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Member Name: Member #:

Phone #:

Detach this entry form & return it to the Member Survey box located near Customer Service at either store location. Be sure to include your name, contact information, and member number so that we can contact you if your entry is drawn. You can also send your ideas to co-opnews@northcoastco-op.com with “Member Survey” in the subject line. Must be a member to enter. Co-op employees and their families are not eligible to win.

5 Co-op News | May 2014

May thru June 2014

Schedule of Cooking Classes & Workshops in Eureka & Arcata

Caprese Salad by Chef Dina Fernandez

Eureka Cooking Classes 4th & B Streets Wednesday, May 7 from 6:00 to 8:30 pm

Monday, May 12 from 6:00 to 7:30 pm

Wednesday, May 21 from 6:00 to 8:30 pm

Chef Alex Begovic $45/$35 Co-op Members Enjoy the bounty of flavors in this delicious menu.

Pan Seared Asparagus with Bacon, Almonds and Miso Vinaigrette; Parsley Pesto Soup with Goat Cheese Crostini; Lamb Confit with Green Beans & Pearl Onions; and Ginger-Lemon Rice Pudding with Fresh Fruit.

Co-op Staff Instruction Free Are you looking for creative, economical and nutritious new recipes? This interactive class focuses on creating healthy & delicious recipes from scratch with ingredients on sale at the Co-op. Participants will have fun preparing and sampling the recipes in class.

Chef Alex Begovic $45/$35 Co-op Members Relish the flavors of this late Spring menu. Radish, Cucumber and Spring Onion Salad with White Balsamic Vinaigrette; Chick Pea Soup finished with Fresh Basil; Risotto de Printemps; and decadent Espresso Cheesecake with Caramel Sauce.

Thursday, May 8 from 6:00 to 8:30 pm

Wednesday, May 14 from 6:00 to 7:00 pm

French Spring III

Belize Style

Betty Thompson $45/$35 Co-op Members Bask in the exotic essence of this meal. The main dish is Belizean Chicken with Recado Roho (Mayan spice blend) cooked in Banana Leaves. The accompanying Yucatecan style dishes include: Colorful Red Beans and Rice cooked in Coconut Milk; Sautéed Plantain; and “Chile” Pickled Onions spiked with Habanero Pepper.

The refreshing dessert will be Key Lime Tart in Coconut Crust.

Cook & Save

Master Food Preserver Demo Jams & Jellies

W

MFP Instruction Free If you’re new to the world of water bath canning, jams & jellies are a fabulous way to start. Learn about types of pectin, sweeteners, safe food preservation techniques, the importance of using recommended recipe sources and more! This workshop is demonstration only with tasty samples included.

French Spring IV

Thursday, May 29 from 6:00 to 8:30 pm

Tasty Tapas

Chef Dina Fernandez $45/$35 Co-op Members Savor these splendid Spanish flavors. Spicy Marcona Almonds; Sautéed Seasonal Mushrooms with Amontillado Sherry and Bacon served with local Beck’s Bakery Bread; Papas Arrugadas con Mojo Verde (sea salt-crusted Russian fingerling potatoes with cilantro vinaigrette); Avocado Wedges stuffed with Shrimp & Dungeness Crab marinated in Tarragon & Caper Sauce; and Cypress Grove Chevre with Fennel, Cashews, and Fresh Strawberry Marmalade.

Register for Classes Visit www.northcoast.coop to register or call Outreach Coordinator, Lauren Fawcett at (707) 443-6027 ext. 102.

Classes are held in our Arcata or Eureka Community Kitchen locations. Please note location when registering.

Workshop

Gluten-Free

Hands-On

Wine Served

Vegetarian

Kid-Friendly

W Please note: Most cooking classes (in both Arcata & Eureka) are demonstration only, meaning that the instructor demonstrates the recipe(s) and students eat the food that is prepared (usually a full course meal). Classes with a hands-on icon allow for student involvement in the creation of a meal.

www.northcoast.coop 6

Eureka classes continued...

Wednesday, June 4 from 6:00 to 8:30 pm

Tuesday, June 10 from 6:00 to 8:30 pm

Gluten-Free Asian Dinner

Grilling Techniques

Chef Alex Begovic $45/$35 Co-op Members Enjoy this delightful seasonal meal from Chef Alex.

Creamy Pea Soup finished with Fresh Mint; Green Bean Salad with Hard Boiled Eggs, Bacon, Croutons, Parsley and Balsamic Vinaigrette; Chicken a l’Orange; and Fresh Fruit Tart with Mascarpone-Vanilla Bean Filling.

Maria Vanderhorst $45/$35 Co-op Members Mango & Shrimp Summer Rolls (includes cucumber & cilantro in rice paper) with Lime Brown Sugar Dipping Sauce; Mixed Vegetable Pakoras (chickpea flour fritters with potato, carrot, cauliflower & onion) with Mint Yogurt Sauce; Bibimbap (Korean rice & vegetable bowl with seared steak strips and topped with a fried egg) with Spicy Chili Paste; Pad Kee Mao (Thai drunken noodles); Wide Rice Noodles (chicken, garlic, bell pepper, chilies and basil); and Filipino Leche Flan. This class is rescheduled from April.

Chef Jon Hoeschen $45/$35 Co-op Members It’s time to warm up the grill and expand your repertoire with Chef Jon’s tips for marinating, seasoning and more.

Grilled Vegetable Soup; Quinoa Salad with Peaches & Pickled Onions; Grilled Steaks with Black Pepper Butter; Grilled Sweet Corn Cakes; and Honey-Lemon Tart with Salted Shortbread Crust.

French Spring V

Thursday, June 5 from 6:00 to 8:30 pm

Asian Flair

Betty Thompson $45/$35 Co-op Members Quick and delicious Asian inspired dishes is the focus of this class. Betty’s menu includes: Coconut Shrimp with Tamarind Sauce and Greens; Peking Meat Sauce Noodles topped with Fresh Vegetables; Singapore Stir-Fried Rice Sticks with Shrimp, Ham, Chicken and Mixed Vegetables; and a delightful dessert of Sponge Cake Roll filled with Tart Lemon Curd.

Wednesday, June 18 from 6:00 to 8:30 pm

French Summer

Chef Alex Begovic $45/$35 Co-op Members This menu is just right for your next summer soirée.

Cream of Asparagus and New Potato Soup; Romaine Lettuce with Avocado, Croutons, Cherry Tomatoes, Red Onions and Parsley Vinaigrette; Puff Pastry Torte with Prosciutto, Tomato, Basil and Aged Sheep Cheese; and Lemon Mousse with Strawberries.

Monday, June 23 from 6:00 to 8:30 pm

Win a free cooking class of your choice!

Each time you bring a reusable container to class for leftovers, your name will be entered into a monthly drawing to win a free cooking class of your choice!

Arcata Cooking Classes 8th & I Streets Saturday, May 10 from 1:30 to 3:00 pm

Raw Cuisine: Sweet Treats for Mother’s Day

Dr. Pepper Hernandez $30/$20 Co-op Members Treat your Mother, a friend or yourself with these enticing recipes: gourmet chocolate truffles, brownies and delectable layer cake. Nutritional facts, recipes and plenty of samples will keep you entertained while educating you on raw foods. Pepper is a naturopath, nutritionist and raw food chef.

Monday, June 2 from 6:00 to 8:30 pm

Tuesday, June 24 from 6:00 to 8:30 pm

Cathy Deyo $20/$10 Co-op Members Revamp your meal plan with some hearty and delicious vegan dishes. Cathy’s menu includes: Not Meatloaf; Smokey Breakfast Sausage Links; Ish Ka Bish (a favorite family recipe for savory ground seitan and beans); and Tofu Jerky.

Kirsten Lindquist $20/$10 Co-op Members Woks are wonderful kitchen tools, giving you the ability to produce restaurant quality Asian dishes from Japanese Tempura to Chinese stir fries and more.

Learn basic techniques and tricks of the trade in this beginner’s class. The menu is vegan and vegetable centered: Vegetable Tempura; Gingered Bean Sprouts; Sesame Tofu; and Szechwan Vegetable Stir Fry.

Vegan Cuisine: Meatless Alternatives

Monday, June 9 from 6:00 to 7:30 pm Sunday, May 18 from 1:00 to 3:30 pm

Health & Wellness Medicinal Herbal Syrups

Bethany Staffieri $30/$20 Co-op Members Learn the art of herbal syrup making. This class will cover the basics and more. Including: How to concentrate herbal liquids • Which menstruum to choose, honey or sugar and why • Storing • Proper dosing for children & adults • Which plants are suitable for syrups • Health benefits. Students will take home samples. Bethany is a trained and certified Western Herbalist.

Monday, May 19 from 6:00 to 8:30 pm

Healthy Comfort Foods

Chef Jon Hoeschen $45/$35 Co-op Members Make over your meal time with some tasty new recipes with a healthier spin. Toasted Spelt Soup with Escarole and White Beans; Collard Greens Salad with Cashews and Lime; Poached Cod in Tomatoes and Saffron; Seasonal Vegetables; and Chèvre Cheesecake with Mixed Berries.

7 Co-op News | May 2014

Cook & Save

Co-op Staff Instruction Free Are you looking for creative, economical and nutritious new recipes? This interactive class focuses on creating healthy & delicious recipes from scratch with ingredients on sale at the Co-op. Participants will have fun preparing and sampling the recipes in class.

Sunday, June 15 from 1:00 to 3:30 pm

Health & Wellness Herb Class: Healing Salves

Bethany Staffieri $30/$20 Co-op Members Salves are most commonly applied topically for any number of skin conditions, such as rashes, burns, acne, allergens, eczema, dry skin and more. Learn how to infuse herbs into carrier oils, along with the blending method to produce a powerful healing salve or balm.

Students will take home samples. Bethany is a trained and certified Western Herbalist.

Cooking with a Wok

Love the Co-op and want to be a part of our team, but can’t commit to very many hours?

We may have a job for you!

We are looking for an Event Clerk to work 10-20 hours per week assisting with cooking classes, in-store food demonstrations and off-site events.

Visit www.northcoast.coop for the full job description and application or contact (707) 826-8670 ext. 134.

We look forward to hearing from you!

local produce recipe

By Lauren Fawcett, Outreach Coordinator & Brenda Harper, Consumer Education Coordinator. Photos by Amy Waldrip.

Featuring Local Shiitakes from Mycality Mushrooms

S

hiitake mushrooms have grown wild since prehistoric times and are one of the most popular sources of protein in China, Japan, and the rest of Asia and more recently they have become popular in the United States. While often thought of as a vegetable and prepared like one, mushrooms are actually a fungus, a special type of living organism that has no roots, leaves, flowers or seeds.

Shiitakes contain all eight of the essential amino acids, which means they are a great source of protein. They also contain an excellent combination of vitamins including vitamins A, B, C and D and minerals such as selenium, copper, zinc, manganese and iron. They also provide a wide variety of unique phytonutrients and dietary fiber.

Mushrooms are very porous, so if they are exposed to too much water they will quickly absorb it and become soggy.

Therefore, the best way to clean mushrooms without sacrificing their texture and taste is to clean them using minimal, if any, water. To do this, simply wipe them with a slightly damp paper towel or kitchen cloth. You could also use a mushroom brush which is available in the cooking utensil sections at both Co-op locations.

Ingredients (Serves 4)

Find them on sale in our May sales flyer!

A delicious snack or sandwich filling

Directions:

• ½ pound shiitake mushrooms • 2-3 Tablespoons extra-virgin olive oil • ⅛ teaspoon salt, or to taste • ⅛ teaspoon black pepper, or to taste

On sale thru June 2

Mycality Mushrooms

Shiitake Mushrooms

$7.99 per lb Reg. $9.99

See Know Your Local Producers in our May Sales Flyer (p.12) for more information on Mycality Mushrooms.

1

2

1. Preheat oven to 400° F. Remove the shiitake stems and set aside. The stems tend to be tough, but are excellent for making mushroom stock.

2. Place mushroom caps in a bowl and drizzle with olive oil. With hands or a wooden spoon, gently stir the mushrooms until they are covered in olive oil. Add salt and pepper and gently toss to coat.

3. Pour the mushrooms onto a baking sheet, making sure they don’t overlap. They will roast better with a little room around each one. Place the baking sheet in the oven for 15-20 minutes. Turn mushrooms over and roast for an additional 10 minutes or until the larger ones are crisp on the edges and the smaller ones are crisp all over. Serve warm or at room temperature.

These are great as a snack, on top of salad, in a sandwich or served with roasted vegetables. 

3 www.northcoast.coop 8

Co-op Bylaws

Proposed Bylaws Changes 4 201

A

Articles V and VI

s we reported in the last issue of the Co-op News, our Board of Directors appointed a committee to review our bylaws and update them in order to: correspond to best practices for food co-ops; gain consistency in compliance with regulations and our securities permit; and stay current with California Cooperative law. Making these changes requires a vote by our membership. We will be asking you to approve the proposed changes in our general election in October. In order to prepare you for that task, we are covering the proposed changes in what we hope is a digestible form by breaking them down into their various articles and sections in the next few issues of the Co-op News. In March, we covered Article I – Identity and Mission and Article II – Membership. Last month, we covered Article III – Membership Shares, and Article IV – Membership Meetings and Voting. This month, we cover Article V – Board of Directors, and Article VI – Officers and Committees. Next month, we’ll cover the proposed changes to Article VII – Patronage Distributions and Article VIII – Fiscal and Miscellaneous Matters, so stay tuned. In addition, the Board of Directors will hold three member forums in June to gather input and answer questions. Of course we welcome your comments, questions, and feedback on these proposed changes at any time. We appreciate your review of these documents as they are important to the functioning of your Co-op! You can view the complete current bylaws on our website at www.northcoast.coop or ask for a copy at Customer Service.

Article V – Board of Directors Section 5.01 – Composition and Qualifications The Board shall consist of seven (7) persons, who hold and continue to hold separate, active Co-op memberships.

Two (2) and only two (2) shall be fulltime Co-op employees who also hold current memberships. The following persons are excluded from serving on the Board of Directors: a. General Manager, members of the management team, and any employee that directly reports to the General Manager b. Persons of the same household or immediate family of a Director, the General Manager or any manager of the Cooperative. c. The Nomination & Election Committee may set additional qualifications, in its discretion, as set forth in the Board Policy Manual.

Rationale for changes: This languages adds in point “B,” which is common co-op practice Also added that employee directors should be fulltime employees.

Section 5.02 – Term The term of service shall be for three (3) years, with new Directors being alternately elected at the time of the Annual meeting. Terms begin at the organizational meeting, the first duly called Board Meeting, which shall be held within two weeks of the Annual Meeting.

No Director shall serve more than three (3) consecutive terms without a break for

9 Co-op News | May 2014

at least one year.

Rationale for changes: Current bylaws state that directors’ terms begin on a set day (November 1), which has created problems in the past and would be challenging if the Annual Membership Meeting was held in a month other than October. Language allows flexibility for when board terms begin.

Section 5.03 – Nomination and Election Committee The Board of Directors shall appoint a Nomination and Election Committee, pursuant to Section 6 and shall prescribe reasonable nomination and election procedures for the election of Directors given the nature, size and operations of the cooperative. The procedures shall be set forth in the Board Policy Manual, and shall include: a. a reasonable means of nominating persons for election as Directors, b. a reasonable and equal opportunity for a nominee to communicate the nominee’s qualifications and the reasons for the nominee’s candidacy to the members, c. a reasonable opportunity for all nominees to solicit votes, d. a reasonable opportunity for all the members to choose among the nominees.

These procedures, as set forth in the Board Policy Manual, shall be available to any member who requests a copy.

Rationale for changes: This section changes the name of the committee by adding in “Election,” and moved employee director nomination

process to Board Policy manual, rather than including the process in the uylaws.

Section 5.04 – Duties and Responsibilities Subject to the California Consumer Cooperative Corporation Law, and any limitations in these Articles of Incorporation and bylaws relating to actions requiring membership approvals, the activities and affairs of the Co-op are conducted and all corporate powers are exercised by and under the Board of Directors. The management of the Cooperative shall be vested in a General Manager selected by and responsible to the Board of Directors.

The Board of Directors shall maintain a Board Policy Manual, including a Code of Ethics, detailing the implementation and administration of the various Co-op functions and structures enumerated in these bylaws. The provisions of the Board Policy Manual shall be consistent with these Articles of Incorporation and Bylaws and the provisions of the California Consumer Cooperative Corporation Code, and in the event of an inconsistency or conflict, the provisions of the Articles of Incorporation, Bylaws and California Consumer Cooperative Corporations Code shall control.

Rationale for changes: This language includes a section on the Board’s duties and responsibilities, which was not included in current bylaws.

Section 5.05 – Meetings Meetings of the Board shall be held regularly. Meetings not called by the Board (special meetings) may be called by the President and shall be called by the Secretary upon request of any three directors.

Rationale for changes: This combines two sections of current bylaws and clarifies who can call a special meeting.

Section 5.06 – Notice Meetings called by the Board shall require no notice, it being the responsibility of absent directors to inquire as to the time of further scheduled meetings.

Special meetings shall require written or oral notice to all directors. Written notice shall be delivered at least seven days before the date of the meeting, and oral notices shall be given in person or by a telecommunications device at least three days before the date of the meeting.

Notices of meetings of the Board shall also be posted in a timely manner and in a conspicuous place in the Co-op’s store, but the inadvertent failure to do so shall not affect the validity of the meeting.

Rationale for changes: The written notice of special meetings has been changed from four days notice to seven days and oral notice changed from 48 hours to three days, allowing sufficient notification for Board Members and members.

Section 5.07 – Meetings by Telecommunication Directors may participate in a meeting of the Board by conference telephone, electronic video screen communication, or other electronic transmission whereby all persons participating can hear one another, as required by California Corporations Code sections 20 and 21.

Rationale for changes: The language in this section has been simplified.

Section 5.08 – Action Without a Meeting Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting only if a written consent to the action is signed by all directors and filed with the minutes of meetings. Action by consent shall not be used to avoid the open meeting requirement.

Rationale for changes: This section includes language that prevents action by consent to be used as a way for the Board to avoid holding open meetings.

Section 5.09 – Open Meetings Meetings of the Board and all committees exercising any authority of the Board shall be open to members, except that sessions of a meeting may be closed as to matters of a confidential or sensitive nature.

Rationale for changes: This is a new section added for clarification.

Section 5.10 – Quorum No less than 2/3 of the authorized number of directors shall constitute a quorum for the transaction of business.

Rationale for changes: This section is being amended to require 2/3 majority of the board for a quorum as a higher standard than a simple majority as in the current bylaws.

Section 5.11– Vacancies All vacancies, including employee director seats, shall be filled by vote of a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director until the expiration of the term(s) of the vacant

Local Produce Co-op Recipe Bylaws Director(s).If an election is scheduled to be held four months after the vacancy, the Board may choose to not fill the seat.

e. Automatically upon termination of membership or placement into inactive status.

Rationale for changes: This section was added to align with California Cooperative Corporations Code.

Rationale for changes: This section allows for the board to not fill a vacancy by appointment (rather, to include that seat in an upcoming election) if a vacancy occurs close to election period.

Rationale for changes: This section combines three sections of our current bylaws and adds in clarifying language.

Article VI – Officers and Committees Section 6.01 – Titles and Qualifications The officers of the North Coast Co-op shall consist of President, Vice-President, Secretary, and Treasurer. The Board may designate other officers or assistant officers. All officers shall be Directors.

Section 5.12 – Election The Directors shall be elected by written or electronic ballots, at the annual meeting, as set forth in the California Consumer Cooperative Code at section 12463. The Board of Directors and its Nominating Committee shall have sole responsibility for the supervision of the election. With the exception of the candidates for employee-directors, the candidates receiving the highest number of votes of the members up to the number of non-employee Directors to be elected shall be elected.

Rationale for changes: This language was added to allow for use of electronic ballots.

Section 5.13 – Resignation Any Director may resign effective upon written notice to the Board of Directors, unless the notice specifies a later time for the effectiveness of the resignation.

If a resignation is effective at a future time, a successor may be appointed by the Board of Directors, pursuant to these bylaws to take office when the resignation becomes effective.

Rationale for changes: This section clarifies that a resignation must be given to the entire Board of Directors, rather than one sole director, as current bylaws allow.

Rationale for changes: This is a new section and is a common best practice in cooperatives in avoiding conflicts of interest.

Section 5.16 – Compensation The Directors of this cooperative shall receive reasonable compensation as may be set from time to time by resolution of the Board of Directors subject to member approval. In addition, the directors may be reimbursed by the cooperative for their actual and reasonable expenses incurred in the performance of their duties as Directors of the cooperative, provided such expenses are approved in advance by the Board of Directors.

Rationale for changes: This languages was modified so members could approve the proposed compensation for Board of Directors. This is a good, ethical practice and most common co-op governance practice.

Section 5.17 – Indemnification All directors shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the cooperative and with such reasonable care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. The Cooperative shall have all rights and powers allowed by law and Corporations Code Section 12377, and amendments thereto, to indemnify, and advance expenses to directors, officers and other agents, and shall indemnify, and advance expenses to present and former directors, officers and other agents to the full extent permissible thereunder. Any such payments shall be reported in writing to members with or before the next scheduled meeting of members.

Rationale for changes: To be consistent with other officer titles, the Chief Financial Officer was changed to Treasurer. In addition, it’s proposed that all officers shall be Directors, to ensure democratic member control of all officer roles. Current bylaws do not require that all officers be directors who were elected by the membership. We feel this is a best practice for a memberowned co-op.

Section 6.02 – Appointment Officers Officers are elected by a majority of the Board at the Organizational meeting to be held within two weeks of the Annual Meeting, as set forth in the Board Policy Manual.

Rationale for changes: This section was added to clarify when officers are elected and make those elections timed with proposed starting terms of newly elected Board Members.

Section 6.03 – Resignation and Removal Any officer may resign at any time by delivering a written notice of resignation to the Board of Directors. The acceptance of any resignation, unless required by its terms, shall not be necessary to make it effective. Any officer may be removed at any time, either for or without cause, by a vote of the majority of Directors then in office as long as notice is given at a meeting of the Board of Directors and that notice specifies the reasons for proposed removal.

Rationale for changes: This section includes language on officer removal for or without cause and the process the Board will undertake should this arise. There is nothing in our current bylaws pertaining to this and it’s a common best practice in cooperatives.

Section 6.04 – Vacancies Any change in officer position may be filled for the unexpired portion of the term by majority vote of the Board of Directors.

Rationale for changes: This is a new section to clarify how officer vacancies will be handled, which is not included in our current bylaws.

Section 6.05 – Officer Duties The officers of the Board shall have the following general responsibilities, as well as any other duties as assigned by the Board of Directors. a. The President shall be responsible

Rationale for changes: This section condenses two pages of the current bylaws into the necessary information.

Section 6.06 – Committees The Board of Directors shall utilize the following standing committees to oversee issues related to the management and operation of the Cooperative as designated in the committee charters. The Board may also appoint ad hoc committees as needed. a. Nomination & Election Committee. The Nomination & Election Committee shall be appointed by the Board and shall not include any candidates of a current election. Among duties set forth in the Board Policy Manual, the chair of this Committee shall be authorized to open the ballot boxes and collect ballots received by mail. b. Finance Committee. The Finance Committee shall be chaired by the Treasurer of the cooperative. The Finance Committee shall be appointed by the Board and may include Board members and current Co-op members and meet no less than quarterly.

Rationale for changes: This section has been changed to specify the two committees that are necessary for the Board, while clarifying who is the chair, who can be on a committee and the committee’s duties. Language continues to allow the board to appoint ad hoc committees as needed.

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Section 5.14– Removal of Directors The term of office of a director may be terminated prior to its expiration in any of the following ways: a. If any Director fails to attend three (3) duly noticed board meetings within a one hundred (100) day period. A Director shall be considered to be in attendance at a meeting of the board when physically present or when the Director is at the meeting via teleconference when all Directors in attendance can hear one another. b. If any Director has been declared of unsound mind by an order of court, or convicted of a felony, or for actions that are damaging to the North Coast Co-op including release of confidential information, or found in violation of the Code of Ethics by a vote of the majority of the Directors. c. Any or all of the Directors may be removed from office by a vote of the membership. d. If an employee Director has been promoted to the management team or at the time of an employee Director’s resignation from employment.

Section 5.15 – Conflicts of Interest The Board of Directors shall ensure that no Board member will be able to use the powers of that position to profit for themselves. All Directors must sign a Code of Ethics stating that they agree to disclose all economic conflicts of interest they may have. A director having such an interest shall be permitted to make a statement with regard to the matter, but shall not be permitted to participate in the discussion or decision of the matter.

This provision shall not apply in the setting of dividend rates on C or D shares, provided reasonable protections are in place to avoid any conflict as set forth in the Board Policy Manual.

for coordinating the activities of the Board and assuring the orderly conduct of all meetings of the Board and membership. The President shall also be an ex-officio member of all the standing committees. b. The Vice President shall be responsible for performing the duties of the President in his or her absence or disability and, as requested, assisting other officers in the performance of their duties. c. The Secretary shall be responsible for ensuring that adequate minutes and records are maintained for all meetings of the Board and membership, issuing notices required under these bylaws and authenticating records of the North Coast Co-op. d. The Treasurer shall oversee the maintenance of financial records, reporting of financial information and filing of required reports and returns.

We want to hear from you!

Give your input in the Member Survey on p. 5. Questions? Contact the Board at board@northcoastco-op.com or contact our Membership Coordinator at (707) 502-3555 ext. 135.

10 www.northcoast.coop 10

March’s Member Survey Winner!

Ten Pin

Meet & Greet Our New Warehouse Space

Dolores Brannigan Member # 21584 She won a $25 Gift Card!

See p.4 for May’s member survey question

Come view our new space and chat with our Board of Directors!

May 19, 2014 • From 5-7pm 793 K St. Arcata Light refreshments will be provided.

basics basic goods at basic prices

basic goods at basic prices

Co-op members only.

Co-op News Reference Guide

Board of Directors Meetings

Co-op members invited to attend.

May 22 | 6-8pm Co-op Community Kitchen, Eureka store location June 26 | 6-8pm Co-op Community Kitchen, Arcata store location July 24 | 6-8pm Co-op Community Kitchen, Eureka store location Co-op Action Committee Meets at the Board’s request. No meetings scheduled at this time. Find meeting dates and times at www.northcoast.coop.

Finance Committee May 15 5:30-6:30pm Ten Pin Conference room. 793 K St., Arcata. Co-op members are welcome to attend.

Co-op Events May 7 Arcata Bike to Work Day. May is Humboldt Bike Month! Stop by our Arcata location from 7-9am at our “Morning Energizer Station” for free hot drinks and snacks. See p. 3 May 11 33rd Annual Atalanta’s Victory Run & Walk, an all women’s 2 mile & 5 mile event at 10am at the Arcata store. Hosted by the Six Rivers Running Club.

Register to run at www.6rrc.com.

May 14 Eureka Bike to Work Day. Stop by our Eureka location from 7-9am at our “Morning

Energizer Station” for free hot drinks and snacks.

See p. 3 May 19 Ten Pin Meet and Greet 5-7pm Stop by to chat with Board members and view our new Ten Pin warehouse and administrative offices. See ad above.

Co-op Sponsored Events May 3 Six Rivers Planned Parenthood – Annual Choice Affair Gala Dinner & Auction at the Arcata Community Center. More info at www.srpp.org.

May 8 Ride for Reading Donate new or lightly used books for kids at our Eureka store. More information at www.rideforreading.org May 11 Emma Center’s 9th Annual Mother’s Day Brunch at the Bayside Grange from 10am-1pm. www.emmacenter.org.

June 1 Humboldt Tri-Kids Triathlon. 24th year anniversary. Find more information at www.trikids.com.

June 7 Lemonade Day Business Partner. Presented locally by AEDC Small Business Lending Center and Decade of Difference. The Co-op will host lemonade stands. More info at www.humboldt.lemonadeday.org.

Deadlines May 15 Member Surveys due (see p. 5) May 31 Member Giveaway entries due (see p. 4) May 31 Responses to River Trips (see right) May 31 Bike Giveaway entries due (see p. 3)

We want to hear about

how you prepare for your summer river adventures!

MEMBER STORIES Call Out

There are numerous places to go for a river trip, whether it’s for a picnic, a day trip, or even overnight. Tell us what you absolutely must have on your outings and how you rely on the Co-op to make it all happen.

Contact Brenda Harper at (707) 502-3555 ext. 123 or email brendaharper@northcoastco-op.com.