THINGS YOU NEED TO KNOW

The Outpost Board uses Policy Governance, a board governance model which emphasizes long-range strategic planning, owner-board relationships and management performance monitoring. This system strives to keep the Board from getting involved in operational details, thus freeing the Board to focus on its essential responsibilities. Therefore, Board members are not given a voice in the way the stores operate, personnel decisions, product choices or other similar issues.

Directors have a fiduciary responsibility to the owners to act in an informed and prudent manner, and they may be held personally liable if they do not. Directors have a duty to represent the owners at large and to act in their best interests. This means that while on the Outpost Board, the best interests of the owners must be your primary interest – not the interests of yourself or any other group, including employees, unions, outside organizations, other food organizations, supermarkets, restaurants, etc.

Directors receive a stipend on a quarterly basis.

REQUIREMENTS FOR CANDIDACY

All potential applicants are required to attend at least one Board meeting to see how the Board conducts business. This can be at the November 11, December 9 or January 27 meetings.

Potential applicants will attend the meeting in person at Outpost's Business office. All meetings start at 6:00 PM. To confirm your attendance, contact election@outpost.coop five business days ahead of the meeting.

This application form must be completed by 11:59 p.m. on January 9, 2025. No hard copies of applications will be accepted. However, if for some reason the Jotform process fails, you may cut and paste your application into any word processing or email format available to you; send this to election@outpost.coop.

Communication for the nominations process is via email and it is your responsibility to regularly check your email during the nominations process.

The Outpost Board of Directors’ Code of Conduct is included in these materials. By submitting a completed application, and completing the conflict of interest disclosure, you will be considered to have signed the Code of Conduct Certification and will be held to its requirements.

If accepted as a candidate, you will be asked to have your photo taken by an Outpost photographer and to participate in a short video interview, which will be available on the election page of Outpost’s website.

All applicants must be at least 18 years old as of May 1, 2025 and have no prior felony convictions (due to liquor license requirements in the cities where Outpost has a retail presence).

If elected, there will be a number of obligatory dates in the spring of 2025: A new director orientation session at a date in April or May to be determined, a board member training, as well as the first Board meeting on May 19, 2025.

You must be an Outpost owner in good standing and the ownership must be in the applicant’s name, not that of a household member. Any owner wanting to run for the Board must be an owner on or before December 7, 2024.

CAMPAIGN RULES

1. Candidates may not solicit the support of any Outpost employee.

2. Candidates may not campaign while on Outpost property, including the parking lot. However, candidates may campaign at Board-approved events (which could be in the stores).

*If you have any questions about what constitutes “Campaigning in the store,” please contact the Nominations Committee Chair: election@outpost.coop

3. Candidates may not use the Outpost website, Outpost email system or Outpost social media to campaign. Additionally, to protect our owners’ privacy, no candidate may obtain or use any Outpost owner database.

4. Candidates are encouraged to use their individual social media pages or accounts to campaign.

5. Candidates who accept funding or in-kind support from other organizations may be violating the Board’s Conflict of Interest policies and must report that outside source to the Board president at the time of receipt. Unreported outside funding or in-kind support may be grounds for removal from the Board after election.

Violation of the above Rules could lead to the involuntary withdrawal of a candidate’s name from the ballot.

REQUIREMENTS FOR ELECTED DIRECTORS

• A solid three-year commitment to the Board of Directors.
• Familiarity with and adherence to Outpost’s Bylaws and Board policies.
• Preparation for and attendance at all monthly Board meetings. (Time commitment averages 8-12 hours per month).
• Attendance at Board training sessions (2-3 weekends annually, overnight travel may be required).
• Attendance at the annual owner meeting.
• An ability to actively and regularly participate via email, including transmittal of potentially large attachment documents.
• Active participation in the Board’s meetings, committee work, engagement events, training sessions and recruiting activities.
• Ability to understand financial statements.
• A genuine interest in cooperative issues and our community.
• A willingness to take responsibility for Board duties and work together with understanding, mutual support, and respect to make decisions that will enhance the viability of Outpost.
• An ability and willingness to keep information and materials confidential.

To understand the typical duties of an Outpost Board Member, see: https://columinate.coop/wp-content/uploads/2015/03/CBLD-Field-Guide-Policy-Governance-Quick-Guide-1.pdf

Please answer all questions

Your full answers to all questions may be placed on the Outpost website during the time leading up to the election. You are giving Outpost Natural Foods permission to use your answers publicly. Answers should not exceed 150 words per question.

Tip: you can save your progress by clicking the "Save" icon at the bottom of the screen.

DIRECTOR CODE OF CONDUCT

The Outpost Natural Foods Board of Directors commits to ethical, businesslike and lawful conduct. This Code consists of five major areas:

1. PERSONAL CONDUCT

A. Directors will prepare for and attend all Board meetings and trainings.

B. Directors will ensure that their ownership remains in good standing and owner payments are current for the length of the director’s term.

C. Directors shall comport themselves with respect and civility, both during the conduct of Board business and when representing Outpost Natural Foods in any public setting.

2. CONFLICT OF INTEREST

Conflict of interest arises whenever the personal or professional interests of a Board member are potentially at odds with the best interests of the Cooperative. Board members must fulfill this duty of loyalty to Outpost Natural Foods by avoiding even the appearance of impropriety.

It is the responsibility of the director with a conflict to disclose it to the Board in writing.

A complete and detailed definition of conflict of interest is to be found in the Outpost Natural Foods Board of Directors Conflict of Interest Policy, incorporated here by reference.

A. GENERAL CONFLICT AVOIDANCE REQUIREMENTS

1. Every director is responsible at all times for acting in good faith, in a manner which they reasonably believe to be in the best interests of the Cooperative, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

2. Directors will abide by and uphold the Bylaws and the policies set forth in the Outpost Natural Foods Policy Register, as such policies may be from time to time modified or amended.

B. REQUIREMENT OF LOYALTY

1. Directors must demonstrate unconflicted loyalty to the interests of the Cooperative’s owners. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups, membership on other boards or staffs, and the personal interest of any director acting as an individual consumer or owner. Directors may be requested to sever any relationship with any advocacy organization or group which has demonstrated strong and public opposition to Outpost policies or practices, if such organization’s or group’s positions tend to undermine the reputation of Outpost in the community.

2. There will be no self-dealing or any conduct of private business or personal services between any director and the Cooperative except as procedurally controlled to assure openness, competitive opportunity and equal access to “inside” information.

3. When the Board is to decide on an issue about which a director has an unavoidable conflict of interest, that director shall absent themself from the conversation and from the vote.

4. Any director who is also a paid employee of Outpost has the same duties and responsibilities as any other director, and has the additional duty of clearly segregating staff and Board responsibilities.

C. FINANCIAL MATTERS

1. Directors agree to disclose any actual or potential conflict of interest (by self or any Related Party* or person with whom a significant personal relationship is maintained) with respect to fiduciary responsibility, including but not limited to any employment or significant financial relationship with the cooperative, any current or potential supplier or distributor, any competitor of the cooperative or any organization that receives or is eligible to receive donations under any charitable program of the cooperative or any significant personal relationship with any employee of the cooperative.

2. Directors agree to disclose whether they or any Related Party is a participant, directly or indirectly, in any arrangement, agreement, investment, or other activity with any vendor, supplier, or other party doing business with Outpost Natural Foods which could result in personal benefit.

3. Directors agree to disclose whether they or any Related Party is a recipient, directly or indirectly, of any payments, loans or gifts of any kind or any free service or discounts or other fees from or on behalf of any person or organization engaged in any transaction with Outpost.

*For the purposes of this disclosure, a Related Party to the undersigned includes a parent, child, stepchild, brother, sister, brother-in-law, or sister-in-law of the undersigned or the undersigned’s spouse or domestic partner.

3. ADHERENCE TO RULES OF POLICY GOVERNANCE

A. Directors may not attempt to exercise individual authority over the organization including:

1. When interacting with the CEO or employees, directors must carefully and openly recognize their lack of authority to speak for the Board.

2. When interacting with the public, the press, or other entities, directors must recognize the same limitation and the inability of any director to speak individually for the Board except to repeat explicitly stated Board decisions.

B. Directors will support the legitimacy and authority of the Board’s decision on any matter, irrespective of the director’s personal position on the issue.

C. Each director shall speak with one voice concerning all decided Board business, regardless of their personal opinion on that subject.

4. CONFIDENTIALITY

A. Directors will respect confidentiality appropriate to issues of a sensitive nature and must continue to honor confidentiality after leaving Board service. Directors shall not disclose any confidential matters discussed in any Board meeting, Board committee meeting, Board retreat or special meetings called for/by the Board of Directors.

B. Directors will keep confidential all documents received or conversations engaged in, in the undersigned’s capacity as a Board member. This includes a prohibition against electronic or other forwarding of any such documents to any person not on the Board of Directors.

C. Directors will relinquish to the Board president or Board secretary upon the undersigned’s resignation or termination of services as a Board member, all documents, books, pamphlets, notes, reports, videos, and any other information or documents related to or concerning the undersigned’s service as a Board member. Directors shall not use any list of or information regarding Outpost owners for personal or private solicitation purposes.

D. Directors shall not photograph or audio record any proceedings or attendees of Board meetings without notice and the consent of all persons present.

5. VIOLATION OF CODE OF CONDUCT

Any director who does not follow the Director Code of Conduct can be removed from the Board by a 2/3 majority vote of the Board, pursuant to Bylaws Sec. 4.9.

If you have been convicted of a felony, you are not an eligible candidate due to the liquor license laws in cities where Outpost has a retail presence.