Searching for Democracy at the Putney Co-op


Democracy is a tetchy, elusive proposition. It is the common goal of humans that spans centuries, nations and cultures. It is as much an art as it is a science, a deep human yearning and a universal thread that ties humanity together. But it is something that must be practiced every day; left untended, it does wither and die.

Here in Putney, Vermont, democracy is just as elusive, and just as imperiled, as it is anywhere else in America and anywhere else in the world. Some of the imperilment is our own making: Like elsewhere across Vermont, selectboard meetings are sparsely attended, if at all; attendance drops a little more each year at town meetings, and most of us have become happy enough with the status quo to do little more than trust that our progressive ideals are being well-protected and preserved.

But look beyond the reputation of Progressive Vermont and we find that corporations are increasingly taking control and our government offers few protections from the excesses and tyrannies of corporate greed. AT&T and other telecoms have been given carte blanche to bypass local ordinances, local zoning laws and local democracy in order to build cell towers, as many as they want, wherever they want and as big as they want. Fairpoint—notorious for erratic, substandard service—gets our tax dollars to build broadband infrastructure and make money by charging us for the service, but without any oversight or guarantee that they’ll actually provide adequate, reliable service. Comcast, Iberdrola, NSTAR, and a host of other corporations are finding there’s little they can’t do, legally or not, because there’s no meaningful oversight in the state of Vermont. More importantly, there’s no longer the political will to control the corporations.

Under the new health care law, insurance corporations operating in Vermont have been given carte blanche—and obscenely unprecedented subsidies of taxpayer dollars—to set premium rates far beyond what was already unsustainable, already bankrupting families across Vermont, and then to continue raising their rates every year. In the state of Vermont, there is no oversight, no structure to rein in the rampant, destructive greed of corporations. And there is no political will to take on these corporations, only the faith of good citizens that our progressive reputation will protect us.

Just as the Reagan gestalt shifted our national political paradigm so far to the right that we consider moderate Republicans to be flaming lefties, our concept of what constitutes democracy has shifted into something far less than democracy. We have come to accept a level of corporatist paradigms and corporate control in our personal and public lives that could not exist under true democracy. Like the frog in the pot of water slowly heating to boil, we accept and normalize the gradual erosion of our privacy, of our civil and economic rights, our access to politics and education, our ability to control our own government. Meanwhile, the water coming to a boil is the increasing level of rights, privileges, wealth, power, and control of governmental policy that we have handed over to the corporations.

And here in Progressive Vermont, here in Putney, one of our most cherished institutions—the food co-op—is in the process of being co-opted by a large corporate entity.

The first many of us learned of this was at the October annual meeting when members were asked to vote up or down on some changes to the existing by-laws. Most of us trusted that the Board of Directors had merely tweaked and, as they termed it, “updated” some of the wording. However, thanks to the diligent efforts of a staff member, we discovered that what was being proposed was a major overhaul not just of the entire by-laws, but of the fundamental direction and governance of the Putney Co-op. The proposed by-laws represents a shift away from cooperative, member-controlled governance to an entity modeled on hierarchical corporate structure and control.

We also learned that behind this fundamental shift is a large national consulting firm, CDS Consulting, which has created standardized templates of uniform governance, by-laws, corporate structure, purchasing decisions, store design, labor management, membership management, public relations, hiring decisions, board training (promoted as “professionalizing” boards), and a range of other decidedly unco-op-like services to create a single model for all coops. Currently, they have over 200 co-ops as regular clients, charging a base rate of $6,650 per year. Beyond that, there are additional charges for seminars, webinars, retreats, board trainings, staff trainings, ongoing consulting, and membership in the United Natural Foods Incorporated distribution network. In fact, the relationship between CDS and UNFI is disturbingly close—more like incestuous, with joint ventures, co-sponsored conferences and seminars, and former employees of each being hired by the other. There is also a pattern emerging of a corporate approach to the way workers are viewed and handled, particularly those who oppose the co-optation of their co-op.

Unions are not welcome, as evidenced by management at the Brattleboro Co-op (a CDS client). As a member of another CDS client, the East End Co-op in Pittsburgh, Pennsylvania, we saw management wage a long and expensive battle against unionization, which included hiring a notorious union-busting law firm and ultimately firing workers who supported unionization. In Portland, Oregon, another CDS client, Peoples Food Co-op (which I used to patronize until they gentrified), was the subject of a 2005 Portland Indymedia report following the firing of a dissenting worker opposed to the decisions being made to “corporatize the coop.”

According to the report, CDS “is pushing the Policy Governance model on Coop boards. In effect, this board policy mandates that the board divorce themselves from the community, and only deal with the general manager, while refusing to hear the concerns of workers. It is a method for a board to ‘democratically’ decide to cede all power to management, while management does what they want with the Coop and employees.…When workers voice concerns, they get fired. Some try to organize unions, like in Seattle and Pittsburgh. Management typically hires a consultant and confers with CDS people on how to keep the board of directors unconcerned and uninvolved, by using Policy Governance as an excuse to not hold management accountable to the community.”

Equally ominous is the report’s assessment concerning UNFI’s relationship with CDS:  “All of this has to do with making more profits for United Natural Foods Incorporated, who has a monopoly of the natural food distribution in the US. No more direct purchasing from local producers, or dealing with small distributors. Their hostile takeover of Blooming Prairie distribution speaks to that. The pretext is to compete with Whole Paycheck, but if Coops get corporate enough, they’ll just be sold off to
the highest bidder in 20 years.” (

Certainly the by-laws template being touted to CDS clients—including the one being proposed by the Putney Co-op board—paves the way for this. The wording is generic and vague enough, and the elimination of nearly everything that makes the current by-laws specific to the Putney Co-op and to cooperative governance, makes for an easy, and completely legal transition from a cooperative entity to a subsidiary of a large corporation.

The Co-op’s Board of Directors adamantly denies that their proposed changes are anything more than “streamlining” and “updating” the by-laws “to make them clearer and more overarching.” In my own experience serving on by-laws committees with different non-profits and community organizations, I’ve never seen better, more eloquent and a more clear set of by-laws than the Putney Co-op’s existing by-laws. From the inclusion of the beautifully-worded cooperative principles (removed from the proposed by-laws) to the specifics of Board responsibilities and member rights (both also removed), the current by-laws are clearly and unequivocally cooperative in governance and progressive in nature.

The proposed version, on the other hand, is a bare-bones corporate model, a boiler-plate one-size-fits-all template that can apply as easily to the Putney Co-op as it can to a Whole Foods or Pepsico subsidiary. One reason given by the Board for the generic, boiler-plate language is to prevent future boards from having to go through the laborious process of changing the by-laws “every time we need to change something.” But anyone familiar with the true and supremely important purpose of by-laws understands that changes to governance, structure, principles, and fundamental purpose embodied in a set of by-laws should be laborious and hard-thought.

The Board also argues that the current by-laws are too long and needed to be “stream-lined.” Aside from the implication that Putney Co-op members are too dull-witted to comprehend anything longer than a few pages, it would appear that the only ones who requested and pushed for creating a Twitterized version of generic by-laws for the Putney Co-op was CDS Consulting. In a conversation with a board member, I was also told that having by-laws that are a “boiler-plate template” is what everyone is doing, and one of the great things about it is that we can have people come into the co-op from anywhere else and they’ll know that our by-laws are the same as the by-laws at their own co-op and so they’ll feel right at home.

Admittedly, I’m still trying to make sense of that explanation, but turning the Putney Co-op into a uniform clone of all other coops across the nation is not a direction I’d ever imagined we’d be heading. It’s the corporatist future of America that’s already here. All Hannafords and Rite-Aids look alike, all tablets and smart phones direct us to the same small handful of corporate merchants, and notions of beauty and human value are stripped down to a single generic standard of impossible emaciation and brand-name labels. Even the very notion of cooperative governance has been perversely turned upside-down and repackaged by corporatist shills as the new future of coops.

The water is now simmering.

Here in Putney, we’re being offered a chance to become a standardized clone of all other coops, in exchange for which our coop gets discount prices, particularly if we limit our options to foods produced and distributed by big corporations. Here in Putney, it feels like we’re facing a smaller version of the same big shift as the rest of the world. If we don’t hitch our future to the big corporations, we’ll be left out in the cold. Go with the corporatized, big brother flow or hang onto our humanity to our last breath. The task here is made so much more complicated by the Board members being our friends and neighbors, by Putneyites striving to be nice always. We all want the best for the Co-op and we all want to trust in each other’s integrity and good intentions.

But those good intentions and the trust was seriously damaged when the Board attempted to force a vote at the annual meeting and imperiously attempted to shut down the discussion and questions by members. Vote up or down now, we were told; the Board has put in many months of work on these new by-laws. But using that rationale would dictate that no change be made at all in view of the extraordinary amount of time the previous Board put into creating the current by-laws.

The trust was further eroded by the behavior of two board members at a public meeting in December. Though the meeting was somewhat disorganized and poorly facilitated, the intent was to give respectful space to all parties to speak and be heard. Instead, one Board member engaged in making insulting, snickering comments when people spoke in opposition to the proposed by-laws, while another shouted angrily at someone attempting to present information about CDS and UNFI. In response to direct questions about proposed changes, Board members took the opportunity to tell us lovely stories about our wonderful Co-op. I could almost hear the advice and promptings of the consultant as they steered the conversation away from substance and “managed” the discontent of the members.

Without a better, more forthcoming explanation than what we members have been given as to why the current by-laws needed major reconstruction in the first place, the trust continues to lie fallow. Characterizing the concerns of members about fundamental revisions to the by-laws as a matter of “perception as opposed to reality” doesn’t help the Board’s case or credibility. Nor did one lengthy discussion at the December meeting over their proposed change which would allow members to attend but not participate in general meetings: Despite the vehement assertions of the Board that there is no difference beyond semantics, there is. It’s called democracy.

Mimi Yahn, ©January 14, 2015


Detailed comparisons and explanations of the proposed changes to the Putney Co-op by-laws, along with copies of both current and proposed by-laws can be found at: