Why did the board vote to remove one of its members?

The board voted to remove director Filiberto Nolasco Gomez for cause, under Section 5(b) of the co-op’s bylaws. Filiberto received the 10-day notice of the proposed removal and had the opportunity to be heard at the August 28, 2018 board meeting, pursuant to the bylaws. We do not undertake director removal lightly. We tried over several months to raise the board’s concerns with Filiberto, with a goal of addressing them informally and finding a way to repair the relationship through mediation. Filiberto has not been willing to take part in these efforts.

The board has been concerned about ongoing false and misleading information. Some of this information is being spread by the board member in question. As a board, we believe this director has a conflict of interest and has repeatedly violated his fiduciary responsibility to the co-op. We have tried to have a dialogue with this director and he has refused to engage. The word fiduciary means: legal responsibility to act solely in the interest of all co-op owners.

Our board policies identify a code of conduct that requires a director to report conflicted loyalties that could interfere with their role as a director of the co-op. Removal is being considered because this director has taken actions and engaged in behaviors that are a violation of board policy. Our bylaws provide a process for removal.

• This director has engaged in actions the board has found are contrary to a director’s fiduciary responsibility to act in the best interest of the co-op. In particular, without the board’s knowledge or approval, the director attended and filmed a workplace grievance brought by employees to management objecting to the termination of a co-worker for cause and requesting more latitude on tardiness for employees. On August 3, he published the footage, through Workday MN, replacing audio with his own commentary and failing to disclose his status as a member of the BOD. After this event the board began contemplating removing the director from the board.
• We have found this director has violated the board’s Code of Conduct.
• This director did not disclose his conflict of interest to the board until June 19, 2018, despite a board process to disclose potential conflicts in November, 2017, and the ongoing obligation to disclose potential conflicts.
• This director has inserted himself into a role inconsistent with board policy.

The board certainly acknowledges and supports the rights of Seward staff to organize, and for journalists and other members of the community to discuss, debate, express, and publish opinions about the unionizing effort and the co-op.

The fiduciary duty of a board director, however, dictates that you wear one hat or the other – but not both simultaneously, except when explicitly authorized by a board decision.

The board unanimously decided to remove Filiberto Nolasco Gomez.

The director’s term was up for election in 2018, and the new director will be decided at the annual meeting in October.

The statement read by board president Mary Alice Smalls on behalf of the board at the August 28, 2018 meeting and an FAQ are available here.