Organizational and Member Resources

Policy Governance

As a member-owned consumer cooperative, ICF’s governance and management structure are naturally different from that of your typical Vermont vegetable farm.

ICF is managed by a paid staff of permanent and seasonal farmers. The long-term stewardship and governance of the farm is overseen by a seven-member Board of Directors, elected from the membership of Intervale Community Farm Cooperative.

In order for the board and the staff to work most productively, ICF uses an organizational tool known as Policy Governance, in use by many cooperatives and non-profit organizations. Here is the brief synopsis of how the method works.

Policy Governance starts from the presumption that the board’s job is to govern and set broad outcomes for organization, while the staff’s job is to make the outcomes happen. By clarifying roles at the outset, Policy Governance has helped the board govern and the farmers farm.

Though it took some time to adjust to the new system and develop our own version, we have found Policy Governance to be a useful tool. Our current policy register appears here, along with a few sample reports including financials and member service.

Intervale Community Farm Ends
Policy Governance is a results-based system, with an organizing principle that all activities should further the outcomes the organization has identified as it’s raison d’etre.

The ICF Board of Directors identified the following as our organizing objectives:

    1. Grow a wide variety of local, organic produce and provide related food products for members of ICF.
    2. Cultivate a thriving farm ecosystem.
    3. Foster a vibrant and interactive community of farmers and eaters.
    4. Provide sustainable and fulfilling jobs for staff.
    5. Benefit the wider community through partnerships, donations, and service.
    6. Make ICF accessible to an economically-diverse membership.

Each of these top-level objectives is developed and implemented through multiple strategies at the operational level. ICF staff design the methods, within proscribed limits, that will achieve these results, or make progress toward achieving them. The Board receives regular updates as to progress toward these ends. Our most recent report is the 2013 ICF Ends Policies.

ICF is organized as a consumer cooperative under Vermont law. Consumer co-ops have the advantage of being taxed essentially as non-profit enterprises when doing business with the members of the cooperative. They also have the ability to raise some capital, through member equity payments and undistributed retained earnings.

ICF initially began life as a non-profit, a department of the Intervale Center. While seeking 501(c)3 status, the IRS forced the ICF to split off from the Intervale Center, having correctly identified ICF as an enterprise within IC that was not primarily charitable, educational, scientific, or religious. We were (and still are) growing food for the benefit of our CSA members.

ICF went through the next 15 or so years as a non-charitable, not-for-profit business. Aside from telling the state that we were not organized in order to make a profit, this status had very few advantages for ICF, and ultimately the limitations it placed on raising capital spurred us to change our form. Since ICF wasn’t privately owned, say by it’s farmers like most farms, we weren’t able to retain individual investors for longer-term capital. Since we weren’t a 501(c)3, we were ineligible for most grant and foundation support. This left us with loans and retained earnings as our sources of investment.

While those funding streams were sufficient for some time and continue to be important in our overall financial picture, as the ICF grew, our projects and needs required more capital.

Consumer cooperatives were a natural point of inquiry, in that they allowed many smaller investors (e.g. ICF CSA members) to make smaller investments, while also providing some tax shelter for retained earnings. ICF had always operated very similarly to that of cooperatives, both on the organizational governance side with our member-elected boards, and on the management side, with a focus on member interests.

After some discussion, we opted to reorganize as a consumer co-op, effective 1/1/2009. We were helped in this by many, but the services of the Cooperative Development Institute (CDI) and the Cooperative Development Services (CDS) were particularly instructive.

Bylaws
In re-organizing as a consumer cooperative, ICF needed bylaws to suit. For maximum flexibility and minimum future amendments, we are believers in the minimalist approach. Certain elements are required in bylaws (hence, ‘by law’), and certain others are very advisable. We aimed to dispense with virtually everything aside from those two categories.

Our present bylaws appear here.

Presentations

Check out a recent presentation Andy gave at the National Community Land Trust Conference on ICF and land use considerations for CLTs: 2012 CLT Conference AJones

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