Proposed Changes to Bylaws 2021

Your Co-op Board of Directors takes 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.)

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 two bylaw changes that the Board is recommending. Below is a heads-up with the changes being recommended. Please take a moment to review them and if you have any questions email us at [email protected] so we can be in touch.

Proposed Bylaw Change #1:

Current Bylaw Section 9A.3 – Consent of Shareholders.

By obtaining or retaining shareholder status in the Co-op, each shareholder shall thereby consent to take into account, in the manner and to the extent required by Section 1385 of the Internal Revenue Code, the stated dollar amount of any qualified written notice of allocation in the taxable year in which such notice is received.

Proposed Bylaw Section 9A.3 – Consent of Shareholders.

By obtaining or retaining shareholder status in the Co-op, each shareholder consents to take into account, in the manner and to the extent required by federal and state tax law, any patronage dividend received from the Co-op. Shareholders have the choice of redeeming their patronage dividend as credit or cash at the register, or their patronage dividend will be donated if unclaimed after 90 days to a charity chosen by the Co-op.

Rationale:

The change to the first sentence allows for any changes that may have been made, or may be made in the future, to federal and/or state tax code. The intent is the same: patronage dividends must be factored into one’s tax obligations.

The addition of the second sentence accomplishes two important things. First, allowing patronage dividends to be paid out as cash or via credit at the register provides both convenience for our shareholders, and reduced labor and expense (from not needing to mail out as many checks). Secondly, the option of donating unclaimed dividends to a charity serves a higher purpose than the alternative: the Co-op writing a check to the State of Vermont for the amount of unclaimed dividends.

Proposed Bylaw Change #2

Current Bylaw Section 3.2 – Certificates

Holders of shares shall be entitled to receive a certificate evidencing their holding. All certificates shall be signed by the President or Vice President and by the Secretary or Assistant Secretary and shall be numbered and registered by the Co-op. Each certificate shall contain a prominent notation that it is transferable only with the express consent of the Co-op. The Co-op may issue a replacement certificate for any certificate alleged to have been lost, stolen or destroyed without requiring the giving of a bond or other security against related losses.

Proposal:

Bylaw Section 3.2 will be deleted in its entirety. The remaining bylaws (3.3 and 3.4) shall be renumbered accordingly.

Rationale:

Shareholder Services maintains accurate records of who has purchased a share in the Co-op. Specific practices have changed over time as different databases have become available. It is not necessary to specify within Bylaws the logistics of how the purchase of a share is documented.

Voting on Board of Director candidates and Bylaw changes will begin on Nov 10th and run until Nov 28th @ 5 p.m. Read the candidate statements here.