R
ESO
LUTION
FOR
GREENSTAR COUNCIL, r
e:
PET
ITION FOR REFERENDUM
ON
SELL
fNG
GOODS
FROM
ISRA
EL
2 5
WHEREAS,
the
By
la
ws
and policies ofGreenStar Cooperative Market a
ll
ow
the
Co-op's me
mb
er-
ow
ners to initiate a petition
seeking a binding Members
hip
referendum, s
ubj
ect to the authority of the Co-op
s
Council
to
reject
th
e requested refer
endum
on
certa
in
, specified grounds; and
WH
EREAS,
on
March 17, 20 I
5,
the
Co
un
c
il
received a refere
ndum
pet
ition
initiated
by
th
e Ithaca-bas
ed
Committee
for
Ju
s
ti
ce in
Pa
lestine, seek
in
g a binding refere
ndum
vo
te on each
of
four qu
es
ti
ons asking whether the Co-op sho
uld
be requir
ed to
halt
th
e sale
of
pr
od
ucts
from
Israel or that are pro
du
ce
d by certain companies based
in
Is
rael
or operating
in
th
e occupied or
di
sputed territo
ri
es;
and WHEREAS, the Co-op has determined
th
at
said petition
was
signed
by
more than the minimum required number
ofG
reenStar members
in
good stand
in
g (i.e.,
10
0); and WHEREAS,
the
Co
-op
s
Governance Committee has rev
iewed
the petition, as
to
it
s
form on
ly), a
nd
h
as
n
ot
taken an official position
on whether
it
me
ets the
Co
-op's r
eq
uireme
nt
s
fo
r
the
form
of
such a petition
w
hich i
ssue
becomes moot
in
the event that
th
e petition is rejected on o
th
er gro
und
s);
and
WH
EREAS,
the
Co
uncil
soug
ht
a
nd
received two, separate legal
op
ini
on
s,
from attorneys with no co
nn
ec
ti
on
to
each o
th
er or
to
th
e parties or i
ss
ues involved
in
this matter, namely Susan
Bro
ck, a
so
lo prac
titi
oner
in
Ithac
a,
NY. a
nd
Ma
rj
o
ri
e Kaye,
fr
om
the
Philadelphia office
of
h
e Jackson Lewis
law
tirm;
and
WHEREAS, both attorneys,
in
their
wr
itt
en
opinion
s,
ha
ve advised the Council to reject the referendum petition, pursuant
to
Section XI , 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
le
gally
irr
espons
ibl
e; and
WH
E
REA
S,
both
attorneys have cited
th
e s
ub
stantial
po
ss
ibility or likelihood that implementation
of
any
of
the
actions offer
ed
by
th
e refere
ndum
qu
es
tions -
i.
e.,
th
e boycotting
by
GreenStar
of
goods
from
Is
ra
el or
from
certain Israel-
ba
sed companies until certain
p
ol
iti
cal c
han
ges occur
in
the
Israe
-Palestinian conflict and are recog
ni
ze
d
as
s
uch
by the United Na
ti
ons -would l
ead
to potentially lengthy and expensive litigation, and
be
judicially
co
nst
ru
ed
to be
in
violation
of
a provision
in
New York Stat
e s
Hum
an Ri
ghts
Law
(Executive
Law,
Article 15), w
hi
ch prohibits companies
from
participating
in
boycotts based on national origin; and
WHEREAS, these opi
ni
ons have advised that
the
actions proposed
in
the referendum
do
n
ot
a
pp
ear
to
fall
safely wit
hin
the exce
pti
on
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 Olymp
ia
, Washington,
food
co-op, after
its
board agreed
to
suppo
rt
a boycott
of
Israe
li
goods,
is
not
necessarily
t
be reli
ed
upon
in
GreenStar
s
case, s
in
ce the
NYS
statute against discriminatory boycotts
is
different
from
the a
ppli
cable
law
in
Washing
ton
Sta
te
, a
nd
the anti-SLAPP (Strategic Lawsuits Against Public Partic
ipati
on) law
in
Wa
s
hin
gton (
up
on which
the
courts there based
th
e
di
s
mi
ssal) is significantly s
tr
onger than New York
s
more limited
ve
rs
ion
; and
WH
EREAS, GreenStar's liabili
ty
in
s
ur
ance carrier
ha
s advised
the
Co
un
c
il
to
follow
th
e advice of
it
s atto
rn
eys,
in
order
to
preserve
the
Co
-op's
ri
ght to
ma
xi
mum
cove
ra
ge
in
th
e event of litigation
for
damages against the Co-op and/or
it
s officers and director
s;
a
nd
WHEREAS, GreenStar·s Referendum Procedure allows the Council
to
make only
min
or, 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
int
ent of the
ac
ti
ons contemplated
by
the referendum petition; and WHEREAS, according
to
GreenStar's Bylaws, the
du
ties
of
the
Council include protecting
th
e legal and financial viability
of
the cooperative a
nd
to
act w
ith
the
care and diligence
an
o
rdin
a
ril
y prudent person
in
lik
e
ci
rc
um
stances
wou
ld
exercise;
it
is
th
erefo
re
PROP
OSE
D, that the GreenStar
Co
unc
il
reject the petition se
ek
ing votes in a binding Me
mb
ers
hip referendum on
fo
ur
proposed boycotts by GreenSt
ar
of goods
fr
om Israel a
nd
/
or
fr
om ce
rt
ain Isr
ae
li
co
mpani
es, on the gro
und
s that a
ll
owing such
a refere
ndum
would be lega
ll
y
irr
esponsible, as
adv
ised by
bo
th
a
tt
o
rn
eys whose indepe
nd
e
nt
opinions were s
ou
ght by the
Co-op, and
as
reco
mm
ended by GreenSt
ar
's Executive Planning
Co
mmitt
ee.