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March 2010
Vermont Employee
Ownership
Center
P.O.
Box 546
Burlington, VT 05402
Phone: 802-861-6611
Email: info@veoc.org
Website: www.veoc.org

Thank you to
our Sponsors:





Co-sponsors:
• Atlantic
Management
Company
Supporters:
• Blue Ridge ESOP Associates
• Cooperative Fund of New
England
• Crowe Horwath LLC
• Fleischer Jacobs Group
• Green Mountain Coffee
Roasters
• Hallam-ICS
• Hickok & Boardman Group
Benefits and Retirement
Solutions
• KeyBank
• King Arthur Flour Company
• Merritt & Merritt & Moulton
• Pension Works
• Principal Financial Group
• Red House Building
• Schatz Law Offices
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In the News
Resource Systems Group Becomes 100% Employee-Owned
Resource Systems Group (RSG), headquartered in White River Junction, Vt, became 100% employee-owned when the company's Employee Stock Ownership Plan (ESOP) purchased the remaining outstanding shares from co-founder Thomas Adler. RSG joins the other 100% employee-owned Vermont companies which includes Gardener's Supply, Pizzagalli Construction, King Arthur Flour, Carris Reels, and Chroma Technology to name a few.
Grassroots website launched to support WORK Act and Employee Ownership Bank Act
The VEOC, the Ohio Employee Ownership Center, the Massachusetts Office for Employee Involvement and Ownership, and Coastal Enterprises Inc. of Maine have teamed together to launch a new website designed to build support for federal legislation introduced by Vermont Senator Bernie Sanders that would encourage employee ownership in the U.S.
The Worker Ownership, Readiness and Knowledge (WORK) Act would create an Office of Employee and Participation within the Department of Labor that would provide education and outreach, training, grants, and technical support for local programs promoting employee ownership and participation. The U.S. Employee Ownership Bank Act would provide loans and loan guarantees to ESOPs and worker-owned cooperatives to purchase a majority interest in the business and to established employee-owned companies to expand operations or to increase or preserve employment. These two bills have the potential to create many more employee-owned businesses in the U.S., potentially creating or saving many jobs. Please visit the site to see how you can help move these two pieces of legislation forward.
For Benefit Corporation Legislation makes its way through the Vermont legislature
Vermont may become the first state to create a new legal form for companies that want to become designated “for-benefit corporations.” The law would allow companies that have social missions to codify those values in their governing documents. It also would instruct directors to “consider the long-term and short-term interests of the corporation, including the possibility that those interests may be best served by the continued independence of the for-benefit corporation.” The bill has been passed by the Vermont Senate and is now being taken up by the House. Click here to track the status of the bill.
Upcoming Events
Introduction to Employee Ownership Workshop Coming to Bennington in April
The VEOC is offering a free workshop entitled “Selling to the Employees: Employee Ownership as a Path for Business Succession” on April 20th, 2010 from 2:00 to 4:30 pm at the TD Bank in downtown Bennington.
Special guest Rick Gile, founder of Kalow Technologies, will tell the story of how Kalow transitioned to employee ownership. The workshop is co-sponsored by the Vermont Small Business Development Center and the Bennington County Industrial Corporation. There is no registration fee, but advance registration is required.
Eighth Annual Vermont Employee Ownership Conference set for June 9th
We're busy finalizing details for the 2010 Vermont Employee Ownership Conference, being held June 9th in Burlington. We've made some exciting changes this year, which will make the event even more valuable to both first-time and returning attendees. Here are some highlights:
- More workshops. We've added a fourth session with a total of 19 workshops to choose from. That's a 25% increase from last year!
- New morning plenary. Instead of a traditional keynote speaker, this year we've created a terrific morning plenary session that will engage and inspire you. A panel of top leaders from several of Vermont's employee-owned companies will discuss the topic: "Breakthrough Moments: Critical Events that Made Employee Ownership Work." You'll get insight into how these successful companies were able to harness the power of employee ownership.
- Pre-conference reception and dinner. Join us for a pre-conference celebration on Tuesday, June 8th in downtown Burlington (location tba). We'll start the evening with a cash bar and hors d'oeuvres, followed by dinner. Tickets will be available soon.
Online registration will be live in about two weeks. Mark your calendars now for June 9th!
Decisions: What, who, how, when?
by Merryn Rutledge
What does employee ownership mean in terms of decision making? Certainly employee ownership does not necessarily imply that everyone participates in all decisions. But who are the decision makers? How do you decide who decides?
In general terms, answers depend upon many factors, including:
- The management structure already in place (if you are transitioning to employee ownership)
- Your legal structure (e.g., ESOP, coop, etc.)
- Your size and industry
- Organizational culture, including lines of authority, norms and traditions that already exist.
One of my clients, for example, whom I’ll call Markers, Inc., is an ad agency of about 25 employees who used to be run by two co-owners. Now an employee-owned company where everyone but the newest employees is vested, the agency still has a senior manager who, working with her department heads, makes strategic and major operations decisions.
On a little more granular level, I think finding your best fit ways to distribute decision making depends upon everyone’s clear understanding about the following:
- Employee ownership is not synonymous with employees making or even participating in all decisions
- Differences among three broad categories of decisions—policy, operations and local decisions—and these differences need to be delineated for your company
- You will need to decide who has authority to make decisions within each of these three categories.
You might think of the three categories of decisions as concentric circles. In the outer ring are decisions concerning governance policies and business strategy. In the second circle are operational decisions, such as annual business planning and creating/adjusting HR policies and procedures. I call the inner ring “local decisions” because they are made by project teams and functional groups (like a shipping department or quality assurance team), for instance.
Here is an example. In a building restoration company I’ll call Restore, decisions in the outer two rings are made by a small group of veteran owner-managers. They set overall company policy, create and continually adjust business strategy, and set the budget and annual goals.
On each construction site, an experienced carpenter heads the site team where local-level decisions are made. As a project supervisor, she/he has the authority and responsibility to clarify which decisions are made by the team and which by individual carpenters. He/she also facilitates group decision making and guides newer employees as they learn to make sound decisions.
I believe employees should have as broad a scope of decision making (“span of control”) as is practical for your business to operate efficiently and effectively. In one ESOP company, for instance, the bakery, store, testing and packing departments each make their own hiring decisions. Just as Peter Block suggests in Stewardship (1996), the HR department is a servant of these other departments; it checks references, verifies credentials, processes new hires and runs orientation workshops. In this company, which prizes teamwork, “local” hiring decisions encourage careful team composition.
Because lines between strategy, operations and local decisions will be fuzzy, individual decision makers should think carefully about their authority, role and decision making preference before they embark on a decision making process. A decision maker with positional authority — such as the senior manager and department heads at Markers, Inc. and the founders of Restore, Inc. — have the following five choices.
- She/he (or a small group of, say, three co-managers) makes the decision without additional stakeholder input. A CEO in a land management business made it clear that he would make this choice in any emergency that threatened the land, such as a fire. Your organization’s culture will suggest the extent to which you need to explain why you are making choice #1.
- The person or group makes the decision with input. When this is the choice, the decision maker should specify what input, from whom, exactly how and by when, and why choice #2 is preferred.
- The decision maker seeks a recommendation and then makes a final decision. Be clear about the objectives and scope of the requested recommendation. Be specific about who will recommend and by when. It is a good idea to share your reasoning for making choice #3.
- The decision maker wishes to be a co-equal participant in a consensus building process. (Leading consensus building is a subject for another article, so I will just say here that everyone in the organization needs to know how consensus will be built, tested and confirmed.)
- If consensus is used, the decision maker(s) should specify what fallback method is used when consensus fails. Voting is usually the fallback.
Where there is ambiguity about how a decision will be made, positional leaders should clearly state which of the five choices will govern the upcoming decision. The five choices, in other words, help leaders navigate decisions that do not clearly lie within one of three broad categories of decisions (policy, operations and local).
Naturally, your “best fit” decision making system needs to be communicated clearly to all employees. As people are vested and take on more responsibility over time, they need guidance, teaching and support for sound decision making. Finally, since monitoring and adjusting are, as you know, keys for continuous improvement in all business processes, you will need to regularly evaluate your decision making systems and practices.
© Dr. Merryn Rutledge, 2010. Merryn Rutledge, Ed. D., is Principal of ReVisions LLC, an organizational development firm serving clients whose challenges include strategic planning, decision making clarity, employee development and diversity and inclusion.
This project is funded by a grant from the U.S. Small Business Administration (SBA). SBA’s funding should not be construed as an endorsement of any products, opinions, or services. All SBA-funded projects are extended to the public on a nondiscriminatory basis.
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