Board of Directors meeting Minutes: April 2023

Brattleboro Food Co-op Board of Directors April Meeting Minutes

Monday, April 3, 2023

Directors Present:
Calvin Dame, Judy Fink, Denise Glover, John Hatton, Anneka Kindler, Michele Meulendyk, Vanessa Vadim, and Jerelyn Wilson.

Directors Absent: Johanna Zalneraitis.

Staff, Shareholders, and Others Present: General Manager Lee Bradford, Board Administrator Sarah Brennan, and shareholder Sheila Adams (Zoom).

President Jerelyn Wilson called the meeting to order at 5:15 pm.

1. Welcome/Norms
   A few Board members reflected on individual communication norms that resonate particularly with them.
2. Shareholder Input
   Board members reviewed monthly shareholder stats and recent shopper feedback. Going forward, they would appreciate seeing the total number of shareholder hours worked with Board members’ hours pulled out, as well as the number of individual shareholders contributing working hours [1].
3. Board Minutes
   Judy moved, and Anneka seconded, to approve the March 6, 2023 minutes.

   Discussion: A couple of clarifying edits were requested. The motion to accept the minutes as edited carried unanimously.

4. Board Committees
   1.  Community and Shareholder Engagement: Jerelyn noted that the committee listed all the ways in which we engage with shareholders in order to give us confidence that there are a lot of ways we interact with them. The Board discussed its responsibilities, which include hiring/firing the GM, giving direction to the GM via the Ends policies, holding the GM accountable, connecting with shareholders, and ensuring we adhere to the bylaws.
   2. Board Member Recruitment: There are three open positions this year, and three incumbents; John and Vanessa intend to run, and Michele is considering doing so. Because elections are being held in late September, we need to encourage any other candidates to step forward soon. There are only a few Board meetings left for them to attend as part of the process. A couple of suggestions were made, including reaching out to previous Board members, and to someone on staff who has expressed an interest.
5. Board Budget and Annual Meeting
   1. Annual Meeting: 9 am – 1 pm Saturday, 9/23, at Potash Hill (Marlboro College campus). This is a key event for the Board to engage with shareholders. After reports from Jerelyn (President) and John (Treasurer), Lee will share a presentation. We’ll then engage attendees in a World Café-style discussion – topics to be determined, but climate change and economic disparity are likely to be part of this. We’ll wrap up with a lunch catered by the Co-op. The World Café approach is an opportunity for people to discuss in small groups specific question(s) we are all grappling with. We will need to train a handful of people (including any interested Board members) on how to facilitate/record these discussions. We can use the 5/16 work session to begin shaping the World Café discussion questions.
   2. FY24 Board Budget: John and Sarah presented details and answered questions.Discussion touched on the following:
      1. Patronage Dividend: These expenses are traditionally shown as part of the Board’s budget because it’s the Board’s responsibility and “it’s got to go somewhere”.
      2. Board Development: This includes our participation in Columinate’s CBLD program at the “CBLD Complete” level, some as-yet-undefined JEDI training, and the CCMA conference.Adjustments to be made: increase CCMA to allow for fuller participation. Jerelyn will share more information about the benefits we receive via our participation with CBLD; we may scale back to the “CBLD” level (less expensive).
      3. Board Administrator: Increase this to reflect the actual cost, as this figure has not been adjusted in many years.
      4. Annual Meeting: Add something for music.
6. GM Monitoring Reports
   1. John moved, and Michele seconded, to approve the GM monitoring report for B.8 Conflict of Interest.Discussion: no concerns were expressed with either the interpretation statements or the compliance data. The motion carried unanimously.
   2. John moved, and Judy seconded, to approve the GM monitoring report for A.1 – End #2 A Welcoming Community Marketplace.
      1. Discussion: No concerns were expressed with either the interpretation statements or the compliance data. Suggestions: We monitor third-party review sites (Yelp, TripAdvisor); include that data. Provide information on efforts to reach out to and deepen our connections with BIPOC communities via trusted organizations/entities, such as the ECDC Multicultural Center or Susu Community Farm. The appendix of feedback as compared to other similarly-sized co-ops in the eastern corridor, was appreciated.
      2. The motion carried unanimously.
7. Board Monitoring Report
   1. Denise moved, and Michele seconded, to approve the monitoring report for D.1 – Board Duties. The discussion focused on some potential changes to the policy itself. Anneka’s responses were inadvertently omitted; Sarah will update the packet retroactively to include them. The motion carried unanimously.
   2. Michele moved, and John seconded, to update provision 1.1 of D.1 to read as follows (changes shown in red). Discussion: none. The motion carried unanimously.“1.1 The Board approaches its task responsibilities with a style with an emphasis on that emphasizes strategic leadership and long-term impacts (Ends) rather than administrative detail, and maintaining a clear distinction between Board and General Manager duties.”

   3. Michele moved, Anneka seconded, to update provision 1.1.2 of D.1 to read as follows (changes shown in red). Discussion: none. The motion carried unanimously.“1.1.2 Policies are enacted, implemented, and regularly reviewed regarding attendance, participation, differentiating between Board and management roles, respect of Board versus management role, speaking with one voice, and adherence to policies.”
8. GM Updates – FYI:
   1. Lee shared updates since the packet went out.
      1. We are piloting a new shelf tag system in April that provides a “green score” that tells you about how sustainable and nutritious the product is. This will be promoted via store tabling and articles in both Food for Thought and the Reformer. Going forward, if our shoppers find this useful, we can pay to customize the data with more specific information – e.g., whether it’s a local producer. We are the first co-op to partner with this company.
      2. Potash Hill: We had our first catering event over the weekend; it went well. We anticipate finalizing the contract this week for catering beyond the summer music festival. This is a high-margin opportunity for us. We’ve pivoted a manager to be present on-site and will be adjusting the in-store management structure to better support culinary operations. We have a good staffing plan in place for Potash Hill and can offer on-site housing if needed.
   2. Authorized Signatories. Due to turnover in the finance team (new CFO, new head bookkeeper), we need to update the designation of authorized signers on our accounts.
      1. John moved, and Calvin seconded to approve a resolution to remove Ron Schneiderman[2] as an authorized signer on all Brattleboro Food Co-op and Co-op Plaza Condominium Association accounts at Brattleboro Savings and Loan and to add Lee Bradford, Anthony Santorelli, and Crishawn Stark as authorized signers to those accounts.
      2. There was no discussion. The motion carried unanimously.
9. Ends Task Force
   1. Members of the Ends Task Force shared their progress in reworking our Ends to ensure they adequately address climate change and economic disparity. The Task Force started with our current Ends and developed several versions. The Ends shown in the first column are what they settled on and discussed with Lee on 3/22. The Task Force then developed two more sets of Ends, shown in the next two columns.
   2. Overarching statements: How the opening statement is phrased determines how the Ends themselves are phrased: “BFC exists so that shareholders will have X, Y, Z” versus “BFC exists to serve shareholder needs by doing X, Y, Z”. Some present felt that the gerunds in the second version are powerful and active.
   3. End #1: All versions feature the words “open” and “inclusive”. Columns 1 and 2 apply these words to “marketplace,” while Column 3 specifies “retail and work environments.”
      1. Lee noted that when you specify dimensions (“retail”, “work environment”), it’s limiting. He is currently leaning towards “organization” (which is typically Ends-focused), rather than “enterprise” (which is typically focused on profit).
      2. Lee stated that he wouldn’t know how he could successfully create an open and welcoming organization that didn’t create the same behavior for staff – that such an environment starts with the staff. He noted that in the current contract negotiations, we are changing the language from “the Co-op” and “Employees” to “the Employer” and “Employees,” and “the Co-op” is what they create together.
   4. End #2 Local/Organic/Fairly Traded products: the Task Force has debated whether to include “nutritious” or “healthy.” Note that “Local” also shows up in End #4 (“just and resilient local economy”).
   5. End #3 – Cooperative Values and Principles (CVPs) and workplace environment:
      1. The original End #3 refers to CVPs in the context of the “workplace”. The Column 2 version references CVPs in the context of the “business”. Lee shared with the Task Force that in its operations, the Co-op is a hierarchy, not a democracy.
      2. In the column 3 version, there is no workplace-focused End. Instead, CVPs are highlighted in the overarching statement and therefore apply to all Ends.
      3. Lee noted that CVPs are foundational, and should underlie everything we do. He acknowledged that a workplace-specific End may still be needed, given the history that led to its creation.
   6. End #4: This is where economic disparity is addressed. All versions include “just and resilient local economy”. Lee added that supporting access for low-income shoppers addresses economic disparity. Vanessa noted that this wording is about the health of the economy and not the people in it.
   7. End #5: Education: Not discussed in any detail.
   8. End #6: Climate change is addressed here; all versions of this End include the words “sustainable and regenerative environment.”
   9. End #7: Some questioned the need to include the word “direct,” given that shareholders vote for the Board, who in turn conduct business on their behalf. The following was suggested as revised language: “Enabling democratic participation in governance of the Co-op.”
   10. Shareholder involvement in developing or responding to the Ends:
       1. How their involvement is framed is important:
          Ends Policies are the Board’s directive to the GM – shareholders do not vote on them. We’re building an expectation by asking for their feedback/buy-in. At the same time, Ends are a representation of shareholder needs and visions. Even if they don’t vote on them, they should at least engage with them, so that we can make sure we’re on the right track. We’ve given them a heads-up via regular Food for Thought articles.
       2. We should be open to a variety of different conversations to get shareholder input, and not necessarily unpack specific Ends. We could focus on uncovering shareholder values, or presenting the various scopes of what the points are and letting them expand on it and share what their focusses would be.
   11. Next steps:
       1. The task force will meet again before the May Board meeting. Send any questions/thoughts to them.
       2. The Board will meet on May 16 to work on integrating this work with annual meeting planning.
10. Upcoming Monitoring Reports: passed over in the interest of time.
11. What Would You Tell a Shareholder? Board members shared what they would tell a shareholder about this meeting. These comments are shared in the staff newsletter and in Food for Thought.
12. Meeting Closing:  Board members shared their responses to the questions “What went well or not so well” and “What is one thing you’re taking away from our meeting?”

The meeting was adjourned at 7:54 pm.

[1] Update: The shareholder stats on shareholder labor hours do NOT include the Board’s hours. – Sarah
[2] Discovered after the Board meeting: Sabine Rhyne also needs to be removed as a signatory.

Respectfully submitted,
Sarah Brennan, Board Administrator

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