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re:

RESOLUTION FOR GREENSTAR COUNCIL,


PETITION FOR REFERENDUM ON SELLfNG GOODS FROM ISRAEL
5112115

WHEREAS, the Bylaws and policies ofGreenStar Cooperative Market allow the Co-op's member-owners to initiate a petition
seeking a binding Membership referendum, subject to the authority of the Co-op's Council to reject the requested referendum on
certain, specified grounds; and
WH EREAS, on March 17, 20 I 5, the Council received a referendum petition initiated by the Ithaca-based Committee for Justice in
Palestine, seeking a binding referendum vote on each of four questions asking whether the Co-op should "be required to halt the sale"
of products from Israel or that are produced by certain companies based in Israel or operating in the occupied or disputed territories;
and
WHEREAS, the Co-op has determined that said petition was signed by more than the minimum required number ofGreenStar
members in good standing (i.e., 100); and
WHEREAS, the Co-op's Governance Committee has reviewed the petition, as to its form (only), and has not taken an official position
on whether it meets the Co-op's requirements fo r the form of such a petition (which issue becomes moot in the event that the petition
is rejected on other grounds); and
WH EREAS, the Council sought and received two, separate legal opinions, from attorneys with no connection to each other or to the
parties or issues involved in this matter, namely Susan Brock, a solo practitioner in Ithaca, NY. and Marjorie Kaye, from the
Philadelphia office of the Jackson Lewis law tirm; and
WHEREAS, both attorneys, in their written opinions, have advised the Council to reject the referendum petition, pursuant to Section
XI11, C ( I) of the Co-op' s Bylaws, on the grounds that allowing it to go to a binding member vote (and possible approval of one or
more of its four proposed actions) wou ld be legally irresponsible; and
WH EREAS, both attorneys have cited the substantial possibility or likelihood that implementation of any of the actions offered by the
referendum questions - i.e., the boycotting by GreenStar of goods from Israel or from certain Israel-based companies until certain
pol itical changes occur in the Israeli-Palestinian conflict and are "recognized" as such by the United Nations - would lead to
potentially lengthy and expensive litigation, and be judicially construed to be in violation of a provision in New York State's Human
Rights Law (Executive Law, Article 15), which prohibits companies from participating in boycotts based on national origin; and
WHEREAS, these opinions have advised that the actions proposed in the referendum do not appear to fall safely within the exception
to the State law's prohibition (for boycotts intended to protest unlawful discriminatory practices), and that the dismissal of a lawsuit
brought against board members of the Olympia, Washington, food co-op, after its board agreed to support a boycott of Israeli goods, is
not necessarily to be relied upon in GreenStar's case, since the NYS statute against "discriminatory boycotts" is different from the
applicable law in Washington State, and the anti-SLAPP (Strategic Lawsuits Against Public Participation) law in Washington (upon
which the courts there based the dismissal) is significantly stronger than New York 's more limited version; and
WH EREAS, GreenStar's liability insurance carrier has advised the Council to follow the advice of its attorneys, in order to preserve
the Co-op's right to maximum coverage in the event of litigation for damages against the Co-op and/or its officers and directors; and
WHEREAS, GreenStars Referendum Procedure allows the Council to make only "minor, non-substantive changes in the wording of
a proposed referendum, which type of changes would not be sufficient to overcome the legal objections to the intent of the actions
contemplated by the referendum petition; and
WHEREAS, according to GreenStar's Bylaws, the duties of the Council include "protecting the legal and financial viability of the
cooperative" and to act "with the care and diligence an ordinarily prudent person in like circumstances would exercise;" it is
therefore
PRO POSED, tha t the G reenSta r Council rej ect t he petition seeking votes in a binding Membership refer end um on four
pr oposed boycotts by Gr eenStar of goods from Isr ael a nd/or from certa in Israeli companies, on the gr ounds tha t a llowing such
a refer endum would be legally irresponsible, as advised by both a ttorneys whose independent opinions were sought by t he
Co-op, a nd as recommended by G reenStar' s Executive Pla nning Committee.