'The members
should hold the
board and the
executive director
accountable for the
damage they have
done to us all.'

P.O. Box 412
Fairfax, CA
(707) 823-1322

We agree with John Barbagelata, the Marin County Farmers Market Association board president, when he writes in his March 23^rd Open Letter to Our Members that it’s good to hear both sides of any issue. Then you can decide who’s telling the truth, and who’s avoiding it.

John has proposed an annual meeting on April 14, but only after the board had received petitions signed by over 190 of our members. The board is required by state law and our association bylaws to hold annual meetings, however it took your efforts to force the board to comply. John now claims the board has been "preparing for our annual meeting all winter." If they were working so hard, why didn’t he announce one until after more than 70 percent of our members demanded that the board comply with our bylaws?

John conveniently fails to mention that:

The board has not held annual meetings in past years. We can’t find copies of the minutes of an annual meeting since 1991. Lynn Bagley claims the last meeting was in 1993, but our bylaws require that directors be elected by the membership each year at the annual meeting. John ignores the issue.

Under our bylaws, directors are elected for three-year terms. Since the board has not held elections at an annual meeting for over three years, the directors have not been duly elected and therefore have no right to act as directors. The members have demanded the board of directors’ resignations. John has not responded to any of those points.

John claims that the association is in "stable financial condition." Our initial calculation was that the association’s loss is in the range of $40,000. But recently the board has produced what purports to be financial reports that show the market with a profit. A closer look shows how they got there. The report is for "the nine periods ending December 31, 1996." But nowhere are those "nine periods" identified. It looks like "nine periods" means nine months. That would be consistent with the fact that our fiscal year ends March 31, not December 31. Now why would anyone limit the report to only 9 of 12 months? We can think of a couple of reasons.

The first three months of the 1997 calendar year (the last three months of our fiscal year) is the period in which the market’s income drops sharply, and the losses accrue. By failing to include the period January-March 1997, those losses remain hidden from the members. The employees presented their complaint to the board in January 1997. The board and Lynn then embarked on an extravagant defense strategy that included the hiring of lawyers, security personnel, and public relations specialists. By limiting the financial reports to 1996, none of these expenditures and/or accrued costs would be shown. We know they’ve been spending large amounts on those services. Can you find them anywhere in their report?….

John claims the association "has completed five annual audits in the past." He doesn’t identify what years the supposed "audits" took place…. We’ve been told by the market’s former business manager, who worked at the market for the past 11 years, that she recalled no such audits. The market has a budget of over $900,000. It is scandalous the board does not keep better control over what Lynn Bagley does with our money.

John is upset about the distribution of "the draft of a proposed contract" for Lynn Bagley. As we all know, the board relieved Lynn of her duties, and put her on paid leave for over 60 days, after widespread claims of her misconduct from both members and staff. But the board spent a good deal of that time – time it should have spent investigating the grievances made by members and staff – negotiating an employment contract with Lynn. Now, John is upset that we learned what he tried to keep secret, that:

The proposed contract terms "shall not be disclosed to non-board members of MCFMA" (ie. the board was going to keep it secret, yet we were expected to pay for it....);

Lynn was to receive a 9.5 percent pay increase, bringing her total salary to $65,730.22;

Lynn was to be allowed $3,600 each year in "personal expenses without prior board approval…";

Lynn "shall receive a minimum severance pay of $100,000" in the event "four or more new board members join the MCFMA board during the term of this agreement, and in the event that MCFMA terminates or does not renew this agreement." In plain English, that means that if you were to vote for new directors who will fairly judge Lynn’s performance, you would risk us having to use market money to pay her "a minimum of $100,000."

No wonder John is upset. When he and the board were supposed to be acting in the members’ and the market’s best interests, they were busy trying to placate Lynn. There’s clearly something wrong with their priorities and judgment….

John claims that "false and misleading statements were giving to the press." But if anyone has been putting a "spin" on things, it is the board, through its paid attorney (who, we understand, has billed the association $13,000), who has tried without success to portray the situation as just a little tiff, over some minor weaknesses in Lynn’s leadership style.

John has not once addressed the fact that the board has not held annual membership meetings; it has denied us our rights to vote for directors; the board continues to hold power without authority; the finances of the market are in shambles; we’ve lost four markets in the past three years due to gross mismanagement and failure of the board to meet its fiduciary duties and at least two more markets are currently in jeopardy….

We do agree with John that "a small group of ambitious and selfish people" are at work here. However, they are not the members or the staff. We leave it to you to figure out who enjoys – and is working hard to keep the prestige, power and money that goes with management of the market. Who is having to pay lawyers, security guards and public relations people using market money, to defend their own negligence and wrongdoing?

It is time we take back our market, and insure that it is run as it should be. The Marin Independent Journal ran an editorial April 1 entitled, "Keep the Market Healthy." It began, "To ignore the complaints of many staff and more than half the 273 members of the Marin County Farmers Market Association would be a slap in the face to staff and vendors and a disservice to thousands of enthusiastic Bay Area customers."

We appreciated the IJ’s support, but we disagree with the editorial’s premise. The market isn’t healthy. It hasn’t been for some time. And, in our view, the members should hold the board and the executive director accountable for the damage that they have done to us all….

Sincerely,

Barbara Gonce, Cray Craft Gardens
Rachel Helm, Me Gusta Farm

The Committee to Save Our Market represents over 190 Marin County Farmers Market Association members who have signed the petition calling for major changes in the governance and management of the market.