Board of Director Meeting Minutes: April 2022

Brattleboro Food Co-op Board of Directors April Meeting

Held via Zoom

Monday, APRIL 4, 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: General Manager Lee Bradford, Board Administrator Sarah Brennan, shareholders Sheila Adams, Kirby Veitch, and Cindy Leszczak

President Jerelyn Wilson called the meeting to order at 5:15 pm. She welcomed Lee Bradford to his first Board meeting as General Manager. Guests introduced themselves.

1. Welcome/Norms: Yoshi, Denise and Johanna each read a section of the Board’s norms out loud. Guests introduced themselves.
2. Shareholder Input  
   1. Jerelyn noted that should any shareholders have questions after this portion of the meeting, they should use the Zoom “chat” feature. The Board Administrator will ensure their questions and comments are followed up on after the meeting.
   2. Cindy Leszczak welcomed Lee and stated that she is interested in getting more involved with the Co-op. She suggested ways the Board could engage with shareholders more effectively. She had not been aware of Board minutes being posted in the café and had not been receiving e-newsletters. She suggested making the Board packet available for longer than the duration of the meeting. Jerelyn invited Cindy to join the Community/Shareholder Engagement Committee.
   3. Cindy also shared a concern for the staff’s welfare. She asked if anyone on the Board works at the Co-op. She added that she hopes the Co-op is respectful of staff with respect to wages. She said that all boats have to rise or we have to turn back prices to 2009 to make it – there has to be parity and equality. Jerelyn noted that the Co-op’s bylaws say we must have at least one, and no more than two, employees on the Board, and that they are on the Board to represent all shareholders, not to represent employees. She added that workplace issues, and issues of the staff and staff treatment, is a conversation Cindy might want to have with Lee, our new GM. She said that Board holds the GM accountable to a high level of behavior relative to the workers.
   4. Kirby asked what mechanisms are in place to ensure that the Board is made aware of information that suggests that policies are not being followed. Jerelyn read a portion of Policy B.3 Relationship with Employees (“The general manager shall not fail to deal with staff and volunteers in an ethical and legal manner consistent with the Ends policy. The general manager shall not treat staff in any way that is unfair, unsafe, unclear, or inconsistent with the cooperative values and principles.”) She stated that the Board asks the GM to provide a monitoring report with data to help the Board have confidence that indeed staff is being treated ethically and fairly. Shareholders who have concerns on this front are welcome to speak to the Board. She noted that there are also processes for union members to follow to deal with workplace issues. Kirby acknowledged this and noted that there could be other non-workplace-related topics that are not the union’s purview, but which would be of interest to the Board. Lee stated that what he was hearing is if the Board is relying on a GM monitoring report, who polices the police? How can the Board be made aware of relevant information that is not being shared? What is the avenue to communicate about systemic things in the business, which may help us inform or evolve our policies or our monitoring? He asked if that was where Kirby was going with his comments. Kirby nodded yes. Lee stated that in those circumstances, there is an avenue to speak with the Board during Shareholder Input. He added that he is learning the Ends and the means and the governance process and that he wants to continue to engage the union and employees in general. He said, if there are things on your radar, other things aside from compensation, the first step is to let him know and if that’s not getting sufficient attention/ attraction/ engagement, to bring it to the attention of the Community/Shareholder Engagement committee, or bring it up at the Board meetings.
   5. Michele stated that if someone is not feeling that the GM is hearing them or that they think something needs to be communicated directly to the Board, an email to Sarah or the Board is appropriate. Jerelyn stated “we have heard you loud and clear” and added that employee compensation is on everyone’s mind as we prepare to look at the three-year plan and the annual business plan. Jerelyn said that most things that are employee or workplace-related are going to go to Lee. She added that she would never want to stop a whistleblower from coming to the Board about unethical behavior and that whistleblowers would be protected because that is an essential part of any healthy organization. She added that what rises to the level of whistleblowing is a matter of judgment and that knowledge of the Board’s policies is helpful.
   6. Sheila Adams called Board members’ attention to Section 5.1 of the bylaws, which states that one of the Board’s duties is to “secure good conditions of employment” for all staff. She described the stages of the grievance process and referred to a recent grievance that went to arbitration and was resolved in the employee’s favor. She stated that the Board’s fiduciary duty is to the shareholders, not to “cover the GM’s ass when they break a contract”. She stated that she hoped the new GM would have a more amicable relationship with the union. She stated that the union has filed a charge of unfair labor practices with the National Labor Relations Board. She expressed a desire for a response to this.
      
      Sheila added that the Board had recently discussed conflicts of interest in the executive session. She referred to “contracts for profit”, and referenced a shareholder loan held by one of the Board members. She asked if the Board had been made aware of the email conversation she’d been having with Jerelyn on this subject. [They have.] She stated that the Board is empowered to change its policies by requesting more information about grievances being brought to arbitration. Following her comments, Sheila exited the meeting.

      Jerelyn stated when the Co-op was in a difficult financial situation, they reached out to shareholders who could loan the Co-op money, and that she (Jerelyn) was one of the shareholders who responded. For a while, the Co-op was not able to repay these loans, so they were rolled over. She noted that she has put this in her conflict of interest disclosure. She added that this could be a conversation for another time if people want more information about it.

   7. Feedback Statistics Jon Megas-Russell (Marketing and Community Relations Manager) Judy noted that Jon says that he and Store Manager Whitney Field will be using this information for customer and shareholder engagement. Lee stated that a 31% positive feedback rate is exceptional. It reflects well on the staff. No one hesitates to share when things aren’t going well, but when people take the time for positive praise, that is important. He added that he has already engaged the leadership team to help our team feel valued. Michele noted that Jon doesn’t go into great detail, but even in the complaints it doesn’t appear to be much about what the Co-op is offering as a whole.
3. Board Minutes Judy moved, and Michele seconded, that the March 7, 2022 minutes be approved. Discussion: none. The motion carried unanimously.
4. Lee Bradford, self-introduction.
   
   Lee described how he has spent his first week acclimating and getting to know folks. He’ll be spending the next week and a half working in different departments each day. He described his experience in the food distribution industry at C&S and UNFI. He has shifted his personal focus recently to aligning with his values and what he enjoys doing. He and his family are excited to be returning to the area and becoming entrenched in the Co-op and Brattleboro community. On the business side, he will be in listen, learn and understand mode for a while. He sees a fantastic team with excellent heritage. He noted there are things to address, such as compensation, and a stronger relationship with the union and the whole team. He stated that we have very positive engagement from shareholders and employees, and are on a steady upward trend financially. He sees a bright future and looks forward to shepherding that as best as he can.
5. Board Monitoring Report – D.1 Board Duties 
   1. Jerelyn noted that given that the Board’s responses to the monitoring survey were unanimous in the sentiment that the Board has properly followed this policy over the past year, she would take this opportunity to review the overall structure of the policies themselves. This led to a discussion on transparency and accountability.
   2. Jerelyn pointed out that section A of the policies covers our Ends (why we exist), Section B covers the Executive Limitations (how those Ends may or may not be achieved), and Sections C and D relate to the Board’s work: C addresses how the Board and Management relate to each other, and D covers the processes the Board uses to fulfill its function. Policy D.1 refers to the Ends policy. Jerelyn noted that the Board has been trying to streamline the Ends (currently, they overlap) Denise added that while that effort sounded really simple in concept, it got sticky and complicated as we dug into it. Jerelyn noted that the monitoring process itself gives Board members a chance to read and understand our policies and understand how they provide a group of people with the means to guide a cooperative organization without having a lot of experience in retail grocery. She said that when something comes up, we want to look to our policies for guidance, and if they don’t guide us, we can discuss and look at how to change them. She asked for comments.
   3. Lee noted that the purpose of the policies is to help us achieve our goals, and the Board is charged with re-articulating them as needed; they are not set in stone.
   4. Michele noted that while she’s been on the Board, we’ve heard from shareholders implying that there has been unethical behavior, but no details have been provided. We need details if someone wants us to change the Ends or other policies. Where is that line of communication from people looking to communicate to us about something they think needs to change in our Board policy or our Ends? Lee noted that End #7 (“reasonable access to participation in the Co-op”) as well as End #3 (“Workplace community where cooperative values are modeled”) speak to this. He added that as the GM, if he is completely out of touch, we can sit in an echo chamber. There is nothing explicit in the Ends about how we treat our team members. How do we make sure our shareholders have access to our process? Both Lee and Michele commented that Board meetings are not designed for such deep-dive engagements.
6. GM Updates
   1. Lee shared updates since the packet went out. All-staff huddles last week included a presentation on our finances, a discussion of safety in the context of COVID feeling “over”, and how the EAP (employee assistance program) is available for many types of support.
   2. Charts: the GM Updates include data on sales compared to the previous two years, our annual business plan, our budget updates; direct labor percentage; and our cash position. When sales dip without labor being adjusted downward, you see it in the direct labor percentage rising. Other useful indicators – such as the cost of goods sold – can be found in quarterly financial reports. We’ve seen a dip in sales that seems associated with fewer tourists; Yoshi corroborated this from the perspective of the Town of Brattleboro’s parking revenue. This is not unusual for Q3.
7. Plan for GM/Board relationship building
   1. Jerelyn reviewed the plan for building the Board/GM relationship: there will be regular check-ins between Lee and the Board President, quarterly check-ins with the full Board focusing on challenges/surprises and relationship-building, and monitoring Policy B.7 Communication to the Board more frequently in Lee’s first year.
8. Board Budget
   1. John reviewed each line item of the budget, noting that with respect to the Annual Meeting, we are assuming we will hold an in-person meeting. Calvin asked why “patronage dividend” was considered a Board expense rather than an expense of the Marketing department, which absorbed the unbudgeted expense of administering the dividend this year. John responded that it is because the Board is the entity charged with deciding whether or not to issue a dividend.
   2. Judy moved, and Denise seconded, to approve the proposed FY23 budget. There was no further discussion.
   3. The motion passed 8 – 1, with Calvin opposed.
9. Board Committees
   1. Board Member Recruitment: Judy stated that the Board section of the Co-op’s website is hard to find and navigate. The committee recommends making some changes so that it is easy to be able to unpack what you need to know about Board service and to access Board materials. Judy and Sarah will take this on. Jerelyn recommended getting feedback from shareholders who have expressed an interest in getting more involved.
   2. Community and Shareholder Engagement: Michele moved, and John seconded, to approve the charter of the Community and Shareholder Engagement Committee charter for 2022 as proposed in the packet. Discussion: The community engagement survey is “live” and needs to be promoted in area organizations. It is not the only means of getting feedback. We want to come up with other ways as well. The following edit was suggested to the opening statement:

      The Board’s Community & Shareholder Engagement Committee (CSEC) supports the Board in deepening its relationships with shareholders and the local community in ways that strengthen communication, increase participation, and improve satisfaction, trust, and loyalty.

   3. The motion was informally amended to reflect the change above. The motion carried unanimously.
10. Meeting Outcomes Board members and guests used the chat feature to share what they would tell a shareholder about this meeting. These are shared in the staff newsletter and in Food for Thought.
11. Meeting Closing:  Board members and remaining guests shared their responses to the question “how did the meeting go for you”.

The meeting was adjourned at 7:18 pm.

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.

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