Proposed Changes to the Bylaws

  | Board of Directors

Typically, bylaws are the stuff of dust. We – meaning everyone – tend not to pay attention to them and they gather dust on a shelf if printed or go unnoticed in our digital files. Not so for your Co-op Board of Directors. We take quite seriously the fact that our bylaws are the Board’s agreement with you, who are our shareholders, about how we will run this business. And this business is a different kind of business – we are a “Cooperative.” And that has special meaning. Check out the International Co-operative Alliance’s, Guidance Notes to the Co-operative Principles. I found this very readable, instructive and inspiring.

The Policy & Bylaw committee is a standing committee of the BFC Board of Directors. We review our policies and bylaws on a regular basis. Policies can be changed by a vote of the Board. Bylaw changes, on the other hand, necessitate a vote of the shareholders. This November, at the time of our Annual Meeting and annual elections, you will see on the ballot a number of bylaw changes that the Board is recommending. Below is a heads-up with the three changes being recommended. Please take a moment to review them and if you have any questions email us at so we can be in touch.

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.


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.


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.

by Jerelyn Wilson, President, Brattleboro Food Co-op Board of Directors