General Meeting Agenda

Tuesday, January 31, 7:00 p.m.

  • Meeting Location: St Francis Xavier School, 763 President St., between Sixth and Seventh Aves.
  • You must be a Food Coop member to attend the General Meeting. Please bring your Coop I.D. card to be admitted.
  • Times in parentheses are suggestions. The Chair has the discretion to change the order of the agenda or the time allotted to each item.

I. Member Arrival and Meeting Warm-Up (7:00-7:15)

II. Open Forum (7:15-7:30)

III. Coordinator and Committee Reports (7:30-8:00)

IV. Meeting Agenda (8:00-9:30)

Item 1: Formation of a Pension Oversight Committee (90 minutes)

Proposal: To create a committee of members who will represent the interests of the entire membership including the full-time employees concerning the Coop’s Defined Pension Plan. The committee will be charged with: monitoring the overall performance of the fund; maintaining regular communication with and offering advice to the Pension Plan Trustees and Pension Plan Administrator; and reporting on pension plan performance and management, as well as ongoing education about the pension plan, to the membership at large.

The committee will be composed of five elected members, working on an FTOP basis as needed throughout the year. Committee members will submit their hours to the committee chairperson for approval. For every 2.75 hours of work completed an FTOP credit would be applied to the committee member’s work record. If somehow the committee’s work in any given 12-month period did not equal the requisite 13 shifts a year, committee members would be obliged to supplement their committee work with FTOP work elsewhere in the Coop. The committee will have at least four scheduled meetings per year with the Pension Plan Trustees (and Pension Plan Administrator, as needed). The committee at its discretion may schedule meetings with any investment managers, actuaries, accountants, lawyers or other service providers that the plan may employ. In addition, the committee will report at least quarterly in the Linewaiters’ Gazette and at the General Meeting (during Committee Reports unless the committee chooses to submit an agenda item to make more substantive report) on the pension plan’s performance and management.—submitted by Jonathan Hessney

Details of the Pension Oversight Committee:

Below the Pension Plan Trustees will be referred to as the “Trustees,” the Pension Plan Administrator will be referred to as the “Administrator,” the Pension Plan Investment Manager will be referred to as the “Investment Manager,” and the Linewaiters’ Gazette will be referred to as the “Gazette.”

Requirements for Committee Membership

  • Members with at least one year of Coop membership immediately prior to joining the committee;
  • A record of good attendance at their Coop workslot; and
  • Minimum three years relevant professional or educational experience in investment management, corporate finance, or pension management

Members will be required to submit a professional resume, a brief written statement of interest and at least one reference and will communicate in writing to the “Pension Oversight Committee.”

Selection of Members for Committee Membership

The inaugural selection group for the committee will interview qualified candidates, perform other necessary due diligence, and recommend a slate of five candidates for election at a future GM. The inaugural selection group will consist of three Coop members (Jonathan Hessney, Ben Millard and Rob Dietrich). This election shall take place no later than 3 months after the approval of this proposal at a GM.

To fill future vacancies on the committee, the process will be described above, except that selection group will consist of current committee members who are not running for reelection.

Before engaging in any official committee activity, committee members must be presented to and elected by the General Meeting.

Election of Members and Terms of Service

The members elected for the inaugural committee shall, by ascending order of affirmative votes received, be assigned to the following initial terms: two two-year terms, and three three-year terms. In the event the two or more members receiving the same number of affirmative votes, terms will be assigned in last name alphabetical order. Thereafter, all elected members shall serve for three-year terms. Committee elections will be held annually in the month in which the inaugural committee is elected.

The committee may select from among its members a chairperson whose responsibilities will include scheduling meetings, setting agendas, chairing meetings, and ensuring the committee functions smoothly to meet its stated goals and fulfill its mandate.

Any member elected to the Committee to replace a committee member who resigns part way through their term will complete the remainder of that member’s term. Members could then stand for reelection to a full term, if they express interest and are selected by the selection group.

The committee must solicit, through the Gazette, interest from the membership at large whenever there is an opportunity for members to stand for election. Every effort will be made to present a slate of candidates that represents the diversity of the Coop’s membership.

Committee Recommendations and Reports

A quorum for a committee meeting will be 4 committee members. The committee will vote on the recommendations and report its issues. The committee will make decisions by majority vote.

Information Sharing and Communication

The committee will receive from the Trustees the following items in the following timeframes:

  • Pension Plan Investment Policy Statement – At least 30 days before any new policy is to be enacted
  • Monthly account statements for all pension fund accounts, including transaction histories
  • List of plan investments, their current values and cost basis
  • Quarterly accounting of Administrative Costs (including management fees and “trailers,” broker-dealer mark-ups and commissions)
  • Documentation of the fund’s expected requests for contributions from the Coop

This information will be presented not less than quarterly and as frequently as monthly, if requested by the committee. All committee requests for information are to be responded to within 14 days. The committee may request additional information as needed. Whenever possible, information will be shared in a secure and confidential manner with the Committee in advance of the scheduled meetings.

In addition, in June of each year, the Trustees and Administrator will provide the committee a final copy of the Annual Audited Financial Statements, and when it is made available (usually in April or May) the report on the over or underfunded status of the pension plan according to the Pension Benefit Guaranty Corporation and the legally required certification that complies with the Pension Plan Protection Act of 2006 known as Adjusted Funding Target Attainment Percentage.

The Trustees (and Administrator, as needed) will meet quarterly with the committee to review pension fund value and investment positions and to answer questions. Within three weeks of these quarterly meetings the pension reports provided to the committee will be submitted by the Trustees for publication in the Gazette. If possible, the committee’s written report should be submitted for publication at the same time.

The committee will maintain and monitor an email address at which they will receive questions and comments from the membership at large.

Confidentiality

All information about the pension plan provided to the committee and to the membership at large will maintain the confidentiality of plan participants’ personal information as well as the fund’s brokerage account numbers. When account statements include disbursements to beneficiaries, this information will be provided as a lump sum (verified by the Administrator) and in such a way as to completely protect the privacy and identity of individual plan beneficiaries.

Consultation and Advice on Pension-Related Matters

The Trustees and Administrators intend to communicate with the committee to inform them and seek their advice on such matters as: the selection of Trustees in the event of the resignation of an elected Trustee; the selection or replacement of the Investment Manager, actuarial firm or any other outside professional engaged to assist in the management of the pension plan fund. The goal of the consultations will be to make decisions together and to present jointly sponsored motions to the General Meeting when necessary.

The only exception to this approach would be decisions that are truly of an urgent nature and require immediate action. In this case the appropriate party—Trustee or Administrator—will consult the chairperson of the committee prior to making the required decisions without first consulting the committee.

According to the Pension Plan and Trust document, the Plan sponsor appoints Trustees. In our case the Plan Sponsor is the corporate body known as the Park Slope Food Coop, and therefore Trustees are elected through the existing General Meeting process of decision-making.

Conflict Resolution

The committee will resolve internal conflicts and handle internal decision-making by majority vote of those members present as long as the quorum of four is satisfied.

One goal of committee is for a respectful and cooperative working relationship to develop between the committee and the Trustees and Administrator. In the case where the committee feels its advice is not being heeded, or the Trustees and Administrator are not meeting their obligations as laid out in this document and/or the documented responsibilities of their respective roles as Trustees and Administrator, the committee may hold a vote of no confidence in one or multiple trustees of the fund or in the plan administrator to remove them from their position. In the event of the removal of a trustee or administrator, the committee will then recommend new trustee(s) and/or an administrator for election at the next possible GM and no later than 3 months following the vote of no confidence. If the vote of no confidence leaves the plan without a trustee and/or administrator, the committee will appoint an interim trustee and/or administrator until permanent replacements can be elected.

V. Board of Directors Meeting (9:30)

VI. Wrap-Up (9:30-9:45)
Includes member sign-in for workslot credit.