You'd never peg this as a shareholder's meeting, but it's obvious you're in Vermont. Nearly everyone in the crowd is wearing shorts and faded T-shirts. Many of the men sport a combination of bald spots and beards, and even more of the women aren't wearing makeup. Children scamper around gleefully. The look is laid back but there's a buzz too, because nearly everyone is eating ice cream.

The buzz heightens when the men of the hour arrive, smiling middle-aged buddhas wearing T-shirts and sandals just like everyone else.

But they're not quite like everyone else. They're Ben and Jerry.

Caring Capitalists In 1981, the eponymous founders of Ben & Jerry's Homemade, Inc. spent $12,000 to convert a vacant Vermont gas station into a superpremium ice cream shop. Two years later, Ben hit the road in his Volkswagen, peddling pints of ice cream to Vermont grocery stores. By 1984, sales reached $4 million and the company went public. Vermonters were given first dibs to invest, with a minimum buy of $126. Today the $174 million corporation sells ice cream around the world and employs more than 700 people.

But the real scoop on Ben & Jerry's is its social mission, a mission that still animates Ben Cohen and Jerry Greenfield (both 47) with the fervor of true believers. From the beginning, these were two merry pranksters out for a good time. But "the boys," as they are still referred to by their colleagues, also had a conscience. With Ben as the primary spokesperson, they espoused a socially responsible view of business that was an anathema in the greedy 1980s. It wasn't just talk: In 1988, the company began donating 7.5 percent of pre-tax profits to charity, a practice that has continued every year since.

Three years ago, Ben and Jerry stepped down from day-to-day operations of the company. Perry Odak (53), a veteran marketing executive most recently with U.S. Repeating Arms Co., took over as CEO in January 1997. Among other initiatives, Odak launched a new package design for 1998. But the quirky emperors of ice cream still rule the corporate culture, making sure that profit doesn't get in the way of having fun. Or saving the world.

Meeting With A Message Saturday, June 27, 1998 Picture Smokey Robinson and the Miracles singing "I second that emotion." Got the tune? Then imagine Ben Cohen, looking like a hippie Santa Claus, chanting company business in a sing-song voice. "Is there a second?" chants Ben and the stockholders of record belt out, to Smokey's tune, "I second tha-at motion."

The shareholders are an upbeat group. "We're Vermonters who like to invest in local companies, and Ben & Jerry's has great meetings," say David and Dove Cogen of West Brookfield, Vt. "Even though it's a big meeting, it feels personal. We have a lot of fun."

Their enthusiasm doesn't come from making a lot of money. Indeed, most shareholders have yet to see a substantial return on their investment. But people care as much about the kind of company this is as they do about profit, and they're in for the long haul. "I've become a loyal devotee of Ben & Jerry's," says Dan Silvia, a Boston-based information technology specialist. "Unlike most corporations, it's a responsible community player. I feel good about sticking with the stock."

Which is exactly the attitude that Ben solicits. At the meeting, after dispensing with the legal stuff, he launches into his annual sermon. It's an earnest plea for the company to embrace progressive social values that are not only integrated into the business, but shape and direct the business. "My vision for Ben & Jerry's," he says, "is to maximize the social benefits of our business activities while growing profitably." The applause is thunderous.

Perry Odak comes next, and his presentation focuses more on the bottom line: new flavors, new scoop shops, a partnership with actor Paul Newman's socially conscious food venture to produce Newman's Own ice cream, and global expansion into Canada, Paris, and Japan. But he also chronicles the social mission progress, and announces a plan to package pints of the World's Best Vanilla in containers made of unbleached, chlorine-free paper.

"People speak their minds at Ben & Jerry's meetings," says Odak, and the shareholders are no exception. Their questions run the gamut from "Can I buy a single share of stock to give as a gift?" to "How will the company lead with its values as it expands overseas?" A twelve-year-old boy in a Wavy Gravy T-shirt asks if his Cub Scout troop can sell Ben & Jerry's ice cream for fundraising. (The answer is yes, and he is encouraged to pursue it.) People's ideas are taken seriously. Last year, a shareholder proposed bringing back favorite flavors that were retired; in 1998 three retro flavors were re-introduced for a limited time.

Even as Odak tries to grow the company into a profitable global corporation, he is fully aware of the social mission mandate. "In many respects," he says, "our shareholders have pushed us to be more progressive. The annual meeting reflects that energy."

This year, though, the meeting is seriously scaled down. Disastrous rains that tore through northwest Vermont the night before the June 27 event have flooded the nearby town of Warren and stranded thousands of people on the wrong side of the festival grounds. The One World*One Heart Festival held in conjunction with the meeting is canceled. But the shareholders gather--not in a supersize tent for 3,000 as planned, but on a tennis court in the Sugarbush Health and Racquet Club with 350 people in attendance.

The club feels like a disaster shelter, as hundreds of shareholders stream in after driving around the devastated festival area. People mill around, talking excitedly about the storm. Ben & Jerry's Director of Sales Chuck Green is the ad-hoc parking lot attendant. Other Ben & Jerry's employees who made it to the meeting help set up folding chairs on the indoor tennis court. Excitement builds when coolers of ice cream arrive. People take their seats while happily scarfing down Pfish Food bars, Ben & Jerry's newest hit flavor.

PC Parties Ben & Jerry's first public festival, called Fall Down, was held in Burlington, Vt., in 1978. It was a humble affair: The main event was the Mark Twain Memorial Frog Jumping Contest featuring frogs caught by Jerry and his future wife in the nearby woods.

Fall Down was a hit. It evolved into the Annual Shareholders Meeting and Public Party held at the Waterbury, Vt. plant grounds each summer, which evolved into the Annual Shareholders Meeting and One World*One Heart Festival that is now held the last Saturday in June in Sugarbush, Vt.

Special Events Manager Sarah Sparks begins planning the festival nine months out. Spread among tents and platforms set up on the green meadows of the Sugarbush ski resort, One World*One Heart draws upwards of 30,000 people. It has the expected lineup of music, crafts, and food. But this is Vermont, and this is Ben & Jerry's, and this is a different kind of festival.

"Everything we do ties into our social mission," says Sparks. She's not kidding. For example, every item provided by food vendors at the event--except recyclable aluminum cans or plastic soda bottles--must be compostable. That means no plastic silverware and no Styrofoam cups. It means logos on napkins must be printed with soy-based ink and sandwiches must be wrapped in compostable wax paper. People can dispose of compostable waste in recycling stations that are set up throughout the festival grounds, but they're asked to carry out any other trash that they bring in. "We ask people to leave nothing but footprints," notes Sparks, "and it's amazing how clean the festival site is after the event."

Interspersed with the purely fun stuff--lots of music with such headliners as the Fabulous Thunderbirds or Little Feat, kids' crafts like wacky wire art, and a seemingly unlimited supply of Ben & Jerry's ice cream--are social action stations where folks can register to vote and write postcards to Congress. There's an extra incentive beyond altruism: Each filled-out postcard is worth a scoop of free ice cream.

Employees are part of the mission, too. All 700 of them have a job on festival day, be it directing parking, supervising spin art, or scooping ice cream. People sign up for the job of their choice. "It's hard to work on the weekend, but when you get to the festival, you get caught up in the excitement," says Accounts Payable Supervisor Josie Prive, who has worked at Ben & Jerry's for eight years. At the festival, as a Brown Bag Crown crew chief, she wears another hat--a paper crown decorated with water-based paint. Instructing kids on how to make the hats is fun, she says, and she enjoys seeing families come back year after year. She also likes the synergy of being with co-workers. "A lot of good energy between co-workers builds up, and it's nice to get to know people who are usually just a voice on the phone."

The company also sponsors between 10 and 15 other special events a year, says Sparks, including the Newport Folk Festival. Based on its success at Sugarbush, Ben & Jerry's has held additional One World*One Heart festivals in Chicago, New York, San Francisco, and Minneapolis. Admission is always free. Says Sparks: "As a company, the festival is a great way for us to thank communities where we do business, and reach out into new markets."

But the Sugarbush event is Ben & Jerry's biggest extravaganza."The idea is a celebration for our shareholders and the community," says Ben. Adds Jerry with a grin, "Ben loves to throw a good party."

* Roughly 35,000 people attended.

* 10,000 Maniacs headed up the musical lineup.

* More than 14,000 postcards asking for health benefits for uninsured children and a reduction in global warming were mailed to Congress and the President.

* 182 people registered to vote.

* 20,000 scoops of ice cream were served up throughout the meeting/festival day.

* About 800 kids made brown-bag crown hats that cost $1, with proceeds going to the Brattleboro, Vt. Meals-On-Wheels.

Ben Cohen on corporate values: "In the long run, being a leader amongst corporations in terms of social responsibility will reward us with more customer loyalty and profitability than anything else we could possibly do. Just because the idea that the good that you do comes back to you is written in the Bible and not in some business textbook doesn't make it any less valid."

On maintaining Ben & Jerry's social mission: "We will measure our success by the percentages of our business activities which incorporate progressive social values. The more values we integrate in a particular activity, the more points we get. Measuring these activities as a percentage of our overall business will keep our social mission from becoming mere window dressing."

On annual meetings: "Most publicly held companies hold their meetings at inconvenient times in inconvenient places . . . they seek to limit turnout as much as possible. We've deliberately sought to maximize input from our shareholders, and we've encouraged them to hold us accountable."

Ben Cohen talks about the company's social mission like he's preaching the bible, and in a sense he is. It's the bible of caring capitalism, and Ben & Jerry's wrote the book.

The first commandment, as set forth in Ben & Jerry's mission statement, is "To operate the Company in a way that actively recognizes the central role that business plays in the structure of society by initiating innovative ways to improve the quality of life of a broad community: local, national, and international."

That's a lofty ambition. To achieve it, in 1997 Ben & Jerry's gave away 7.5 percent of its pretax profits, donated $70,000 worth of frozen desserts to nonprofit organizations, had royalty agreements that earned another $235,000 for nonprofits, used minority or disadvantaged suppliers, worked on changing over to to chlorine-free packaging, and supported a number of progressive political positions.

The company intends to actualize its social mission even further. The first step is a statement of progressive values, ratified by the Board of Directors, that Ben presented at the 1998 meeting. It adds several specific commandments to the mission statement.

"It's a big challenge to stay true to our values," says Ben. "A public company is bombarded day in and out by what Wall Street wants. It's important to keep talking about our social mission, and to integrate it into our strategic planning."