Proposed Bylaw Changes

Writing the September Food For Thought article by the end of the first week of August feels odd. I feel like summertime with all that means and involves is slipping away and soon it will be time for people to return from their holiday and for school to start. This summer seems to be going quickly.

The main purpose of this article is to let you know that your Board is again bringing several bylaw changes to you to consider and to vote on.

The Policy and Bylaws committee charter is as follows:

• To review BFC bylaws and Board policies and make recommendations about changes to the Board based on the following criteria:

Does the bylaw/policy reflect how the Co-op and the Board actually functions?
Does the bylaw/policy give the Co-op and the Board meaningful guidance?
Is the language easily understandable and inclusive?

• To coordinate with other Board Committees about communicating with membership about proposed bylaw changes.

The committee worked to review the bylaws and to identify those bylaws that need to change to reflect our current situation more fully and/or to provide sound backing for changes that the Board has made to its policies.

The Board approved the following bylaw changes at the June Board meeting; these will be put forward to you, Shareholders, for your approval during the voting period that begins at the end of our Annual Meeting.

How to read the proposed bylaw changes: new text is shown underlined; text to be deleted or changed is shown crossed out.

CURRENT BYLAW 5.3 TEXT

Bylaw 5.3 – Qualifications: To be qualified as a director, a person shall be a shareholder of the Co-op, at least eighteen years of age, and shall not be associated with interests adverse to the Co-op. No person regularly employed by the Co-op shall be qualified to serve as a patron director.

PROPOSED BYLAW 5.3 TEXT

Bylaw 5.3 – Qualifications Eligibility: To be qualified eligible as a director, a person shall be a shareholder of the Co-op, at least eighteen years of age, and shall not be associated with interests adverse to the Co-op. No person regularly employed by the Co-op shall be qualified eligible to serve as a patron director. Staff shareholders who report directly to the GM are not eligible to serve as directors.

Rationale for change to the bylaw name: This bylaw is indicating the eligibility requirements of board members, not their qualifications. For the same reason, the word “qualified” should be changed to “eligible”.

Rationale for removing “regularly”: This word creates ambiguity. It could lead people to think that sub workers are not included, etc.

Rationale for preventing GM direct reports from serving on the Board: The Board of Directors sees real value in having board positions filled by shareholders who are BFC staff. It is the Board’s responsibility to evaluate the GM’s performance, and the Board sees the actual or perceived conflict of interest as more significant – and too great – for staff who report directly to the GM to be in a position of evaluating that person’s performance. Also, with this addition to the bylaw, we avoid the possibility of having staff Board directors who are direct reports to the General Manager.

CURRENT BYLAW 5.1 TEXT

Section 5.1 – Powers and Duties. Except as to matters reserved to shareholder by law or by these by-laws, the business and affairs of the Co-op shall be directed and controlled in the interests of shareholders by a Board of Directors (sometimes referred to in these by-laws as “the Board”). The powers and duties of the Board shall include, but not be limited to, engaging a general manager and monitoring and evaluating the general manager’s performance, overseeing the operations of the Co-op, establishing budgets and fiscal controls, securing good conditions of employment and assuring that the purpose, mission and principles of the Co-op are properly carried out.

PROPOSED BYLAW 5.1 TEXT

Section 5.1 – Powers and Duties. Except as to matters reserved to shareholder by law or by these by-laws, the business and affairs of the Co-op shall be directed and controlled in the interests of shareholders by a Board of Directors (sometimes referred to in these by-laws as “the Board”). The powers and duties of the Board shall include, but not be limited to, engaging a general manager and monitoring and evaluating the general manager’s performance in the execution of the operations of the Co-op, establishing budgets and fiscal controls, securing good conditions of employment and assuring that the purpose, mission and principles of the Co-op are properly carried out.

Section 5.1a – Fiduciary responsibility. Every board member’s fiduciary responsibility is to all shareholders.

Rationale: When this bylaw was created the Board had responsibility for “establishing” the budget, “securing” conditions of employment and “assuring” that the purpose, mission and principles of the Co-op were properly carried out.

However, 30 years later, the Board oversees the GM in these duties and does not carry them out itself.

Rationale for 5.1a: This statement emphasizes the fact that all Board directors, including a staff Board director, represents all shareholders. They are not elected to represent BFC staff. It is also a good reminder to patron Board directors that they also represent all shareholders.

I hope that you have all had time to relax and to enjoy the summer. I am looking forward to seeing you at the Annual Meeting in November.

By Beth Neher