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Board of Directors: Policies & Bylaws PDF Print E-mail

By John Hatton
June 2017

Our Board of Directors established the Policies & Bylaws Committee to review our Policies—how the Board does its business—and the Co-op’s Bylaws—the charter between the shareholders and the Board. This article will offer some insights into both our Policies and our Bylaws.

Brattleboro Food Co-op Bylaws
The shareholder members of the Co-op need to vote on Bylaw changes as the bylaws are the Shareholders’ articulation of the basic guidelines for Board activity. Voting on bylaw changes is done around the Annual Meeting, at the same time Directors are elected – typically in November each year. 

Section 12.2 of the Bylaws states:

Amendment. These by-laws may be amended or repealed only by action of a shareholder meeting, provided that proposed amendments are stated or fully described in the notice of the meeting, of which the amendments are to be adopted. 

Section 4.7, ends with:

Decision-making. (last sentence of this section) All issues shall be decided by the majority of shareholders voting except where otherwise required by law or by these by-laws.

The Board wants to make sure that our actions are in line with the Bylaws, so we’re focusing first on current practices; the Bylaws were written in the 1970s, so some need updating to reflect how we operate now.

We expect to bring 3-4 bylaws to the shareholders for revision this fall. Here is one of them.

Section 5.2, Classification.

The Board shall consist of eleven directors. A minimum of one and no more than two directors shall be staff shareholders; the remaining shall be patron directors. The number of patron directors may be decreased to no less than five by action of a shareholder meeting.

In the last few years, we haven’t had enough Board candidates to end up with an eleven person Board. We’ve sought guidance on Board size from CDS (a co-op of co-op consultants), who have told us that the standard for efficient co-op Boards is 7-9 directors.  For both of these reasons, the Board is proposing a change in the size of our Board. Also, the Board wants to delete the last sentence, re: decreasing the Board size to no less than five at a shareholder meeting, as this is redundant both to Vermont law that dictates that consumer co-ops have Boards of no less than 5, and the shareholders already have the right to terminate the term of a director at a shareholder meeting [Section 5.9(c)].

Subsequently, the Board is considering this proposal for the new wording for Section 5.2:

The Board shall consist of no less than 5 and up to nine directors. A minimum of one and no more than two directors shall be staff directors; the remaining shall be patron directors.  

This proposed Bylaw change would be on the ballot for the November elections, along with 2-3 other Bylaw changes, which will be discussed in upcoming issues of Food for Thought—the Board’s primary channel for the important effort of keeping shareholders informed.

If you would like more information about the process of bylaw revisions or the specific revisions themselves, don’t hesitate to contact me or one of the other Board members on the committee.

The Policy Governance Manual
Our Board created, many years ago, the Policy Governance Manual, which is divided into four quadrants:

QI – Ends: these define which human needs are to be met, for whom, and at what worth. Written with a long-term perspective, these policies embody most of the Board’s part of long-range planning.

QII – Means/Executive Limitations: In which the Board establishes the boundaries of acceptability within which staff methods and activities can be left to staff. These limiting policies, therefore, apply to staff means rather than to ends and are the policies that the general manager must work within in the overall management of the Co-op.

QIII – Board-Management Delegation (Board-Management Relations): in which the Board clarifies the manner in which it delegates authority to the general manager, as well as how it evaluates G.M. performance on provisions of the Ends and Executive Limitations policies.

QIV – Governance Process (Board process Policies): in which the Board determines its philosophy, its accountability, and specifics of its own job. 

Each quadrant has policies that provide guidelines for the general manager and also the Board itself. Each policy is monitored at least once per year; the general manager presents a monitoring report on each policy in quadrants I-III, and the Board monitors the policies in quadrant IV. For instance, at the May Board meeting, the general manager presented a monitoring report on QII1: Financial Planning, which reads:

QII1 – Planning. With respect to operational and fiscal planning, the General Manager may not cause nor allow planning to deviate materially from the Board’s Ends priorities, risk financial jeopardy, or fail to be derived from a strategic long-term plan.

The General Manager’s monitoring report on QII1 will provide her interpretation of this policy, followed by her report on whether or not she feels in compliance with the policy, coupled with data to support that conclusion.

At the same May Board meeting, the Board will determine if we’re in compliance with QIV: Board Duties, which reads:

The Board of Directors shall assure that the values, purpose and mission statements of the Co-op, as described in the Ends Policies, are properly carried out and shall direct and control its business and affairs in the interests of its shareholders.

Same process: the Board will discuss an interpretation of the policy, and then determine if we’re in compliance with the policy. We last reviewed this policy at our May, 2016 Board meeting. If we feel that the policy needs adjustment/s to be more in synch with current practices, we can move to make changes at the Board meeting.

This may sound tedious, but it isn’t. This is how the Board holds the general manager and itself accountable to the Policy Manual, and in turn to you, the shareholders. The data provided by the general manager is always illuminating to our understanding of the health of our Co-op.

The discussions amongst the Directors when we’re monitoring Board Process Policies is often spirited and educational for everyone. But unlike the Bylaws, for which changes need to be voted on by the shareholders, the Board can make changes to the Policy Manual on the spot, which we sometimes do, again to keep in synch with current practices and needs.

Policies & Bylaws Committee members