Board Compensation: Proposed Bylaw Change 

by The Board of Directors

Going into our 50^th year, the Brattleboro Food Co-op has grown significantly from its humble origins, and with growth comes complexity, for the Board, as well as the business. This year, we offer shareholders the opportunity to vote on changing how Board members are compensated for their service. Providing meaningful compensation to Board members is a reflection of the importance our shareholders place on Board leadership and reflects the significant responsibilities of the Board. There is evidence that increasing compensation will help incentivize shareholder participation and lower barriers to Board service, encouraging broader representation of our diverse community of shareholders.

Please see the FAQ section below for more information on a proposal that will be formally presented on this year’s ballot for a shareholder vote. Voting begins at the Annual Meeting on Saturday, September 21, 2024 and will be available for two weeks both online and in the store. . 

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BFC Board Compensation Proposal Q&A:

1. What does the Board do that warrants compensation?

The Board is responsible for developing the long-term vision for and monitoring the health of our Co-op. In order to effectively govern our cooperative, Board members need to have an understanding of the business, the needs of our shareholders, and the changing landscape of the local economy. The Board spends a substantial amount of time in service to the Co-op and in educating itself on a variety of issues that affect our cooperative in order to ensure that we are well positioned for continued success.

2. How are Board members currently compensated and what is being proposed?

Board members currently receive the standard working shareholder discount of 5% on purchases. The proposal is to increase Board members’ discount to 20% for Patron Directors and to give Staff Directors a $50/month Co-op gift card.

3. Why is the Board proposing a change to compensation?

Board governance is like any other critical business function in that it requires investment, maintenance, and professional development. The Board thrives when a regular flow of diverse shareholders step up to the plate. The Board has periodically discussed what could be done to make Board service more feasible and appealing to a wider range of people. This year we decided to take a deeper dive into understanding the impacts of increasing compensation on Board participation and diversity. 

3. How did you decide on the new compensation amount?

We reached out to many other co-ops to see what their practice was. In our research, we discovered that there is no template for this process and that there are as many ways to compensate Board service as there are co-ops!

We also considered the budgetary impact of different compensation types, and concluded that in-store discounts would offer the most benefit to Board members, while having the least impact on the Co-op’s bottom line. 

4. Why is the proposed compensation different for Staff Directors?

The BFC is one of the few co-ops whose Bylaws require at least one Board seat to be held by a staff shareholder. As employees already receive a 20% discount on purchases, we needed to find an equitable way to compensate them for this service. The stipend amount proposed is equivalent to 20% of the average shopper spending, as documented by the Co-op’s metrics. 

5. Will my grocery bill go up to pay for this?
No. While this change would have a minor impact on the Co-op’s bottom line each year, it will not affect the price of your groceries.

If you would like to talk to a Board member about the compensation proposal, you can email board@bfc.coop. There will also be opportunities to speak with Directors face-to-face at our in-store tabling events in August and September (check the calendar for upcoming dates). 

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Proposed Bylaw Change for Shareholder Vote

Current Bylaw 5.6

Directors shall be compensated by being accorded working shareholder status. Directors may receive such other remuneration as is determined at a shareholder meeting.

Proposed Bylaw 5.6

Directors shall be compensated by being accorded working shareholder status. While serving, Patron Directors shall receive a 20% discount on purchases, and Staff Directors shall be compensated with a monthly stipend in the form of a $50 Co-op Gift Card. Directors may receive such other remuneration as is determined at a shareholder meeting.