Proposed Changes to the Bylaws – Update

  | Board of Directors
You may remember reading about some proposed bylaw changes in our October e-newsletter.  We realized after the October Food for Thought ‘went to press’ that we did not include all proposed bylaw changes in that article. The Board is also recommending that Article 1 of our bylaws be amended as shown below. We previewed this for you in Beth Neher’s September Food for Thought article, “BFC’s Purpose and Mission Statements” but unintentionally omitted the final proposed “before and after” in the October e-newsletter. Here are all the proposed bylaw changes that you’ll see on the ballot this year, starting with the changes to Article 1 .



Section 1.2 – Purpose and Mission. The Co-op exists for the purpose of meeting the needs of its shareholders, on a cooperative and nonprofit basis, with a focus on food and related products, and supporting the larger cooperative movement.

The Co-op is a consumer cooperative whose mission is to provide quality products at a reasonable price in an environment, which is organized fairly and honestly, for its shareholders, staff and community. The Co-op:

~ supports the active participation of its shareholders;

~ supports local and regional growers/producers, as well as other cooperatives; and

~ strives to educate about social, political, environmental and economic issues as they relate to food.


Section 1.2 Purpose. The Brattleboro Food Co-op shall be owned by its members and shall operate with a focus on food and related products in accord with the International Cooperative Alliance Statement on Cooperative Identity [LINK to] for the mutual benefit of its members (See 2015 ICA Guidance Notes[LINK to].


Section 1.3 – Cooperative Principles. The Co-op shall be operated in accordance with the International Cooperative Alliance Statement of Cooperative Identity.  The Statement’s seven principles are guidelines by which cooperatives put their values into practice. These principles include the following:

(a) shareholder status is open and voluntary without gender, social, racial, political or religious discrimination;

(b) governance is democratic with equal voting rights among shareholders and opportunity for participation in important decisions affecting the Co-op;

(c) shareholders contribute equitably to, and democratically control, the capital of the Co-op;

(d) the Co-op is an autonomous, self-help organization, controlled by its shareholders;

(e) education and training are provided for Co-op shareholders, elected representatives, managers and employees so they can contribute effectively to the development of the Co-op;

(f)   shareholders are served most effectively by strengthening the cooperative movement through working with other cooperative organizations;

(g) the Co-op works for the sustainable development of its community through policies accepted by its shareholders.


Section 1.4 – Business Office. The business office of the Co-op shall be located at 2 Main Street in

Brattleboro, Windham County, Vermont.



The Board recommends moving the Mission Statement out of the Co-op’s Bylaws and into its Policies (Q1 Ends).

As now written, there is a confusing redundancy between the bylaws and policies. Currently, the Mission statement lists many of our Ends policies, while our Ends Policies restate the Purpose and Mission bylaw. 

Moving the Mission Statement out of our bylaws allows the Co-op to simplify and clarify its bylaws. The result is a Purpose bylaw (Section 1.2) which states a clear rationale that holds the Board accountable to the International Cooperative Principles. The International Cooperative Alliance (ICA) reviews and updates the cooperative principles every so often, so it seems best not to refer to the individual principles, but rather provide a link to the most current information from the ICA, as is shown in the proposed change.

Moving the Mission Statement to our Policies also allows the Board to craft, and update as necessary, the statement. This, in turn, frames and informs our Ends – our goals, which inspire and guide decision-making and the operation of the store. 

As for the proposed removal of Section 1.4: We have learned that it is not required to include this information in our bylaws.


NOTE: The text to be deleted is shown crossed out in red, while the text to be added is shown underlined in red.

Section 2.1 – Eligibility. Shareholder status in the Co-op shall be voluntary and open to any person or organization who that is in accord with its the Co-op’s purpose and mission, will use its services and is willing to accept the responsibilities of shareholder status. Shareholder status for organizations shall be available only to incorporated or unincorporated groups operated on a cooperative or nonprofit basis.

RATIONALE: We are currently in violation of the last sentence, as we have organizations which are Co-op members that are for-profit companies. We would like to welcome local companies to become Co-op members.


NOTE: The text to be deleted is shown crossed out in red, while the text to be added is shown underlined in red.

Section 6.4 – Quorum and Decision-Making. The presence in person at the opening of the meeting of a majority of directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board. Decisions of the Board shall be made by majority vote of directors present. A majority of the current Directors shall constitute a quorum and no decisions shall be made without a quorum in agreement. Votes may be taken by phone, email or other platforms, including virtual meetings and must be recorded in Board meeting minutes.

RATIONALE: Under the current bylaw provisions, the Board could conceivably carry out a decision with only three votes: the majority of the quorum of five members. With this change, shareholders are assured that decisions can only be made by a quorum of the Board, not just a majority of those present. The proposed changes also allow for voting to happen by electronic means.


NOTE: The text to be deleted is shown crossed out in red, while the text to be added is shown underlined in red.

Section 8.2 – Election and Term. Officers shall be elected annually by the Board at its first meeting following the annual shareholder meeting. Officers shall serve for terms of two years one year or until election of their successors. Officers maybe be removed at any time, with or without cause, by the Board.

RATIONALE: Current practice for some time now has been that officers are elected each year to serve one-year terms. Often those who have served, if still on the Board, will be re-elected. We want to the bylaws and annual election of officers to be in accord with practice, which has been working well.

Please do cast your ballot in November, for these changes to the Bylaws, and for the Board of Directors’ election.  Voting is an important responsibility and benefit of being a member-owner of our Coop.