Board of Directors Meeting Minutes: March 2022

Brattleboro Food Co-op Board of Directors January Meeting

Held via Zoom
 Special note: We are planning to resume in-person meetings in July.

Monday, March 7, 2022

Directors Present: Calvin Dame, Nick Dickison, Judy Fink, Denise Glover, John Hatton, Yoshi Manale,  Michele Meulendyk, Jerelyn Wilson, and Johanna Zalneraitis. Staff, Shareholders, and Others Present: Interim General Manager (and Store Manager) Whitney Field, Finance Manager Ken McGee, Board Administrator Sarah Brennan, shareholders Sheila Adams and Kirby Veitch, and guest Thane Joyal from Columinate.

President Jerelyn Wilson called the meeting to order at 5:13 pm.

1. Welcome/Norms Jerelyn welcomed Yoshi to his first meeting as a Board meeting; he was appointed at the March meeting. Guests Kirby, Sheila, and Thane were welcomed. Denise, Yoshi, and Calvin read the Communication norms out loud.  Jerelyn noted that the conversation in the chat window at the previous meeting was a distraction; going forward, if you have something to add that is not part of the topic or you are a guest, please use the chat to communicate with Sarah the Board Administrator in the chat window
2. Shareholder Input
   1. Kirby noted that 55 employees had signed a petition in the break room related to the proposal he brought to the Board last month. He expressed a desire for quick, decisive, and inclusive action. Jerelyn thanked him and said that Whitney and (once he starts) Lee would provide updates on how they are responding.
   2. Sheila Adams urged Board members to become familiar with the union contract. Jerelyn noted that the Board authorizes the General Manager to negotiate the contract on behalf of the Co-op, and plays no role in its development.
3. Board Minutes Judy moved, and Denise seconded, that the February 14, 2021 minutes be approved. Discussion: a typo was identified. The motion carried unanimously.
   • Interlude: Updates. Jerelyn advised the Board of the following:
     •  Lee Bradford will be moving the week of 3/14 and will start here on 3/21.
     • The Board’s FY23 budget is under development and will be covered at the next meeting.
     • The Board will engage in DEI training with Tabitha Moore; stay tuned for an email to schedule two two-hour sessions in April – June.
4. Board Monitoring Report: D.10 Board Committees
   1.  Denise moved, and Michele seconded, to approve the Monitoring Report for D.10 Board Committees.
   2. Discussion: Johanna’s response to the first question should be changed to “no”; she had misread the question. Sarah will update the packet with this change and will also ensure Nick and Calvin’s responses are recorded.
   3. The motion carried unanimously.
5. GM FYI Whitney provided updates. The mask mandate has been lifted Town-wide and in the store; so far, we have had no uptick in positive cases. We are investigating transitioning to Catapult, a point of sale system with better dashboard and reporting capabilities. It also has Instacart built-in and with that alone, it will be more accurate. It should pay for itself within a year. The annual business plan is under development; the process begins with a management retreat next week. Lee will have plenty of time to become involved. Sales are above plan and above budget (by 2%). Basket size is a bit higher than this week last year, as is the percent of sales going to labor.
6. Authorization of CFNE Loan Renewal:
   1. Background: Finance Manager Ken McGee explained that The Cooperative Fund of the Northeast (CFNE) is requesting Board approval for the Co-op to renew its loan from CFNE. This loan was originally made in April 2012 for $250,000 to help us build the current store. In July of 2017, we added $425,500 to it to allow us to close out a lease on the equipment we had been renting from the Celtic Leasing Corp. We have four more payments to go before the loan matures in June. The balance is a little over $450,000. Ken suggests that we renew the loan, keeping the payments the same as they’ve been. A ten-year loan at the current rate of 5.75% would result in monthly payments of about $4,940. It would take us ten years to pay off, although we would have the option to pay it off earlier.
   2. John moved, and Nick seconded to authorize the BFC to renew its loan #10-04-01 from CFNE, and to designate interim General Manager Whitney Field and/or General Manager Lee Bradford to serve as the BFC’s authorized representative in all related matters.
   3. The motion carried unanimously.
7. Process for welcome and orientation of new GM Jerelyn shared the plans developed so far by a group of Board and staff members. Lee’s orientation will include one-on-ones with his direct reports, time spent working in each department in the store, and three sessions of tabling in the store in the company of one or two Board members (publicized in FFT) to get to know shareholders. There will be quarterly reviews with the whole Board as well, to check in on how things are going. Jerelyn will meet with him weekly as she has done with Sabine and Whitney. The Policy, B.7 Communication with the Board, will be monitored more frequently in Lee’s first year.
8. Board Committees
   1. Search Committee: The last meeting of this committee was 02/23/22.
   2. Community/Shareholder Engagement: The committee is looking to move forward with the community engagement survey developed by the previous Board. It’s designed to help us understand how to be more welcoming and serve the community to a greater degree. The committee will be looking at the survey questions in more depth at their next meeting. Expect an email with a link to the survey soon to provide feedback. The committee will also be working on its draft charter soon.
   3. Board recruitment: The committee will focus first on developing language about what Board service entails and making connections with shareholders through tabling, in-store banners, and digital communications. Recruitment itself will happen later in the year.
   4. Michele moved, and Johanna seconded, to approve the recruitment committee’s charter as presented in the Board packet. Discussion: This looks great. Reminder: recruitment is the responsibility of the entire Board. The motion carried unanimously.
9. Meeting Outcomes Board members and guests shared what they would tell a shareholder about this meeting. These are shared in the staff newsletter and in Food for Thought.
10. Executive Session
    1. At 6:19 pm, John moved and Denise seconded that the Board enter Executive Session for the purpose of discussing how to manage the conflicts of interest Board members have identified; the motion was carried unanimously. Whitney, Sarah, and Thane were present during Executive Session.
    2. At 7:22  pm, Judy moved and Calvin seconded to exit Executive Session. The motion carried unanimously.
11. Meeting Closing:  Board members and remaining guests shared their responses to the question “how did the meeting go for you”. Special note: We are planning to resume in-person meetings in July.

Respectfully submitted,
Sarah Brennan, Board Administrator

Board of Director Meetings are open to all Shareholders, and all Shareholders are encouraged to attend and participate. The meetings are on the first Monday of each month with the exception of holiday Mondays, in which case the meeting is pushed to the following Monday. Be sure to reach out to RSVP with the Board Administrator prior to the meeting for a “Zoom” link.

Archive of past Meeting Minutes