Board of Directors Report: The Business of Bylaws

I’m a big picture person. I like to see the whole picture before diving into the parts. And often, the nitty-gritty detail is well, too nitty-gritty. But here I am on the Policy and Bylaw Committee of the BFC Board of Directors. How in the world did that happen? Talk about nitty-gritty! But let’s back up. I feel a very deep connection to the mission and purpose of the Brattleboro Food Co-op. And the big picture is very clear to me. It’s laid out in our Ends Policies, but in my own words, it’s all about building a stronger, more vibrant, more inclusive local community. But of course the devil is in the detail and that’s where I get back to the nitty-gritty.

It turns out that bylaws and policies guide this 20 million dollar, 150 employee, 7,200+ member organization. But heck, who looks at bylaws and policies – don’t they live in some dust-covered binder on the bottom shelf of a forgotten bookcase? Well, actually no. Your General Manager and Board of Directors are faced with a specific set of policies each month and asked to say “yay” or “nay” as to whether our actions in the past 12 months have reflected what each policy indicates. If “nay,” a significant conversation ensues and if a change is needed we deliberate and then vote on it.

Bylaws are another matter. And it wasn’t until a conversation with a long-term Co-op member that I really came to understand the significance of bylaws. It was a simple thing my friend said in the context of a conversation about democracy, a subject in which he is deeply rooted. He said that the bylaws are the compact or the agreement between the shareholders and the board. It’s what allows shareholders to trust that the Board is operating in the best interests of the common good of all and holding itself accountable to the shareholders. Wow. That felt big to me. It made me want to look at our bylaws more carefully and so to my surprise I jumped at the opportunity to join the policy and bylaw committee of the Board. And so I’d like to share with you some updating we are doing to make sure our bylaws reflect current practice. Unlike policies that can be changed by a vote of the Board, bylaws are for you, the shareholders, to vote on. Shareholders will be asked to vote on numerous bylaw updates in this fall’s election cycle. I hope, like me, you’ll be inspired to pay attention!

Our bylaw on Co-op board elections does not currently reflect how this process has evolved over the years. Section 4.1a “Election Guidelines” states that “shareholders whose share payments are up to date one week prior to the annual meeting are eligible to vote. Voting starts at the Annual Meeting. Voting closes two weeks later. Ballots not voted at the Annual Meeting may be returned by mail or in person during the voting process.”

To reflect current practice we plan to submit to you the following updated wording:

“Shareholders whose share payments are up to date one month prior to the annual meeting are eligible to vote. Voting starts about one month prior to the Annual Meeting which typically occurs in November. Voting closes about two weeks following the Annual Meeting. Completed ballots may be handed in at the Annual Meeting, completed online or may be returned to the store by mail or in person during the voting period. Online and mailed ballots must be received by 5 pm on the day of the warned deadline for voting.”

Explanation of changes: In practice, we sometimes run shareholder reports two to three weeks early due to the volume of names, thus the change from “one week” to “one month.” The other changes reflect additional methods of voting and clarify deadlines.

And here is a second bylaw……

Currently, Section 5.4 on Nomination states “Candidates for patron directors shall be nominated by the Board, by a nominating committee of the Board, by petition signed by at least ten shareholders or, in the event that voting by absentee ballot is not used, by nomination from the floor at a shareholder meeting. Candidates for staff directors shall normally be nominated by shareholders who are regularly employed by the Coop, but they may be nominated by any of the means available for nomination of patron directors.

There is currently no difference in how patron and staff directors are nominated. The last sentence of this bylaw is outdated.

The Board is proposing the following wording:

“Candidates for patron and staff directors shall be nominated by the Board, by a nominating committee of the Board, by petition signed by at least ten shareholders or, in the event that voting by absentee ballot is not used, by nomination from the floor at a shareholder meeting.”

Now is the time to ask questions and/or offer your feedback and suggestions. Let us know what’s on your mind! Thanks for taking the time to read this article.

by Jerelyn Wilson