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Notice to Shareholders.

 

NOTICE OF ANNUAL MEETING OF OWNERS

TO BE HELD ON NOVEMBER 8, 2015

 
Dear Owners:
 
We invite you to attend an Annual Meeting of the Owners (the “Annual Meeting”) of Durham Co-op Market. (the “Co-op”), which will be held on November 8, 2015, at 6 p.m., at the store located at 1111 W. Chapel Hill, Durham, North Carolina, 27701, for the following purposes:
 
(1)        Elect directors; and

(2)         To approve and adopt an Amendment to the Articles of Incorporation (the “Charter Amendment”) recommended by the Board of Directors in the form attached hereto and incorporated herein by reference as Exhibit A (below under "Charter Amendment");
 
(3)        To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
 
This notice is sent to you pursuant to a call of the Annual Meeting by the Board of Directors.  

How to Vote!



Each owner may vote for our Board of Directors and the Charter Amendment via the Durham Co-op Market Ballot available at the store. You have lots of time to vote at the store! An owner may vote in the store anytime between NOW and Nov. 13th. If you are planning on attending the Annual Meeting, you may vote there! Ballots will be tallied after the deadline on Nov. 13th.

Ballots are available at the register. There is only one vote per ownership share, and the vote must be cast by the primary owner on the account. That means the owner on the account may vote, but not the "additional shopper." The primary contact for a Business Ownership may vote, but the employees listed under the account may not.

Ballots must be deposited in the Ballot box next to our registers by Nov. 13th. Once again, ballots are available at the register, but we have one attached here if you would like to preview it, or print it out, and turn it in at the store next time you shop! 
 

 Candidate Bios 

 

Summary of Director Elections 


Four Directors will be elected to the Board this year. Six have expressed an interest to stand for election and have completed the requirements established by the Elections and Nominating Committee.  Biographical information and candidate statements are below:

 

Amelia Freeman-Lynde


I have been tremendously excited to welcome a co-op to Durham, and believe that the Durham Co-op Market can become part of the foundation of our vibrant food scene. As the Market grows, I would like to see a continued effort to merge locally-sourced and wholesome foods with affordable and accessible groceries for our entire community, but especially neighborhood residents.  With my connections to many of Durham's most exciting food businesses, and enthusiastic support for our local farm economy, I look forward to connecting the Co-op to an even wider audience. I would like to ensure that the Board has representation for young and budget-conscious consumers, and that the Market continues to make efforts to reduce its environmental impact through bulk and refillable products, minimal waste packaging, and local produce and goods.


Growing up in Athens, Georgia, my parents placed huge importance on the role of family meals and cooking together, as well as respect for sustaining the Earth, the source of all of our food.  Through my mother's job as a social worker with organizations such as our local food bank and homeless shelter, I saw the devastation of food insecurity and the struggle of many to provide nourishing and affordable food for their families. I feel that we can grow strong communities through our local food economy and agriculture, and that the Market has a role to play in bringing people together towards this goal. 

 

Clarence Terry  


Hello, my name is Clarence H. Terry and here are a few things that some of you may or may not know about me. I am a community leader in Old East Durham and I sit on the board of C.I.P. (Communities In Partnership), which I have served on for 5 years now. I am a part of several other organizations such as, F.A.D.E (Fostering Alternative Drug Enforcement), P.A. (Peoples Alliance), REINC (Racial Equity Institute of North Carolina), and OAR (Organizing Against Racism), just to name a few. I have also received two awards, Community Organizer of the Year for Durham, NC by UE (Underground Equity), in 2012, and was also given the Neighborhood Heroes Award for 2015, by the InterNeighborhood Council and it is they're highest award. I am also employed at the Co-Op as a Cashier and MOD (Manager On Duty).
 

Tyler Jenkins  


Hi folks, I'm Tyler and I'm really thrilled for the opportunity to serve on the Durham Co-op Market Board. Farming is a deep love of mine, and I moved to the Triangle several years ago to spend a season working with livestock after working in food systems and environmental education in Baltimore, Atlanta, and MIssissippi. I was drawn to applying for the Durham Co-op Market board because of the open and accessible opportunities to experience the joy of good food and a good space to hang out that has already been created here!
 
At my day job (located here in Durham) I work for a non-profit that provides training and assistance to developing worker, producer, and consumer owned and operated cooperatives. I'm excited to explore what co-op approaches our market takes, and I think I would have a lot to offer to our co-op and our community in this arena as well. Thanks for the opportunity to help serve - I'm at the market a lot, and hope to see you all there!  

 

Adair Mueller  


Supporting local business and ethical, seasonal eating have always been priorities of mine. When I moved back to Durham a few months ago, I was SO excited to see the DCM had opened! I thoroughly enjoy shopping at the market and participating in DCM community events. I would be honored to join the Board and help DCM grow to new heights!  Other than my formal  career work with start-ups, I have an extensive background in Sustainability. I worked as an intern at our campus Sustainability Office at Meredith, where I  instituted a campus-wide composting program and a community CSA. I participated in the Real Food Challenge, and Power Shift. I have lobbied on Capital Hill for clean energy and even conducted an undergraduate research study on local entrepreneurship vs. big business, studying who  fares better during times of recession when change and flexibility are needed. I am a volunteer at Claymakers pottery studio, member of The Congregation at Duke Chapel, Durham Co-Op Owner, active Durham Academy alumna, member at HVCC and volunteer for Sustainable Duke. I currently serve on the board of SuitUp, a start-up company which helps promote career awareness for underprivileged youth.
 
Here is a link to my LinkedIn profile where you can learn more  - https://www.linkedin.com/profile/view?id=90090927

 

Elise Apelian  


I am running for a position on the co-op's board because I want to to try to make the co-op a better place. I see so much potential for making more of a positive impact and I would love to contribute to that process. While I do not have any previous board experience, I am a hard-worker who learns quickly and extremely motivated. I am very articulate and I try to ask as many questions as possible when I'm trying to understand something. This habit helps me communicate with many different types of people on a range of topics. I know I may seem like an inexperienced or idealistic kid but my heart is really in this and I know I can succeed.

Thank you very much for your time and consideration, owners are welcome to contact me directly if they have any concerns or questions. Here's my contact information:

elise.s.apelian@gmail.com
(904) 472-0499

 

Frank Stasio  


My name is Frank Stasio. In my two years as president I have helped guide the board through the construction process and into our transition as a governing board.  This is an exciting and challenging time for the store and the board. I would like to continue to lead during the transition process to help the board develop a firm foundation as we create productive and responsible relationships with our general manager and our members. Thank you.
 

 



We look forward to seeing you at the meeting.  If you cannot attend the meeting in person, you may register your preferences by returning the attached ballot to the store no later than Nov. 13th, 2015.  

Charter Amendment

Statement of the Board in Support of Proposal 1 (the Charter Amendment):


The Board of Directors of the Co-op asks that you vote in favor of a referendum that would change our articles of incorporation (the “AOI”).  The AOI is a foundational document required by state law that sets out the general rules for operating the Co-Op.
 
The proposed change would convert a class of stock that is currently available only to store employees known as “Employee Stock” into “Consumer Stock”--the same class that is currently sold to consumer-owners.  If the proposal is approved, employees would be eligible to purchase Consumer Stock and would be able to exercise all of the rights of consumer-owners. Please note that, while the AOI allow for the creation of Employee Stock, no shares of Employee Stock have been issued. Several Co-Op employees, however, are already consumer-owners. 
 
Issuing Employee Stock is not considered a best practice among co-op grocery stores.  In fact, to our knowledge, only one other grocery co-op, Weaver Street Market, offers Employee Stock as a separate class. Most grocery co-ops offer the same consumer-owner shares to both employees and customers.   
 
Please know that our existing AOI were originally copied almost entirely from the publicly available, Weaver Street Market AOI that were drafted more than 25 years ago. As mentioned, we believe that Weaver Street Market is the only member of the national association of groceryco-ops to have separate member classes between workers and consumer owners. After talking with our professional advisors and with current and former members of other co-op’s boards of directors, we agreed that it would be in the best interest of our members and store employees to unite all our voting stock into one class, consumer-owner.
 
To be clear, as consumer owners, employees would enjoy all the same rights and privileges as any other consumer-owners.
 

EXHIBIT A

 
Amendment to Articles of Incorporation
 
The Articles of Incorporation of the Co-op are hereby amended as follows:
 
a. Section 1.  The authorized capital stock of this cooperative corporation shall consist of 100,000 shares divided in 40,000 shares of common stock having no par value per share (called Consumer Stock) and 60,000 shares of preferred stock having no par value per share (called Capital Stock).
 
b. Section 2.  [Reserved for future use.]
You can review our original Articles of Incorporation here.

As always, please feel free to email our Marketing Manager Laura with questions/concerns at laura@durham.coop. Also, you can call us!! (919) 973-1707. We can't wait to see you at the Annual Meeting!
 
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*durham.coop* *Owner Mailing List*

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