Board of Directors Meeting Minutes: February 2025

These are the minutes of the Brattleboro Food Co-op Board of Directors meeting that took place on Monday, February 3, 2025.

Present at Meeting

Directors Present: Kevin Brennan [Zoom], Calvin Dame, Lee Halpern [Zoom], Anneka Kindler, Michele Meulendyk, Evan Silber, Sheena Tesch and Johanna Zalneraitis.

Directors absent: Denise Glover.

Staff, Shareholders, and Others Present: GM Anthony Santorelli, Board Administrator/Sustainability Coordinator Sarah Brennan [Zoom], and shareholder Sheila Adams [Zoom].

President Michele Meulendyk called the meeting to order at 5:13 pm.

1. Welcome

Michele noted that the meeting would be recorded and that it would include an Executive Session to discuss a confidential personnel matter.

2. Shareholder Input

1. Sheila Adams introduced herself. She’s been a shareholder since 2015 and is a former employee. She thanked Board members for their work and asked whether meetings for the Executive Session are announced on the Co-op’s website. (They are not, typically.)
2. The Board reviewed shareholder statistics and shopper feedback. Going forward, some stats will be presented via three months of rolling data along with a “this month, last year” snapshot. [Note: this discussion occurred after the Monitoring Reports but is being reported here for simplicity’s sake.]   

3. Approval of Minutes

1. Johanna moved and Kevin seconded to approve the minutes from the January 6, 2025 meeting. Discussion: None. The motion to approve the minutes carried unanimously.
2. Anneka moved and Johanna seconded to approve the minutes from the January 13, 2025 meeting. Discussion: None. The motion to approve the minutes carried unanimously.

4. Board President Updates

1. Michele noted that we are moving into the active season of Board work with tabling, Food for Thought articles, and committee meetings. Board members are invited to assist with the 50^th anniversary cake party on 2/22.
2. Michele noted that a proposed change in the Board officer slate is being considered. Lee moved, and Johanna seconded, that the following individuals serve as officers: Michele—president, Denise—vice President, Kevin—treasurer, Johanna—secretary. Discussion: none. The motion carried unanimously.
3. The GM annual review and salary compensation review is coming up. The process is described in a memo in the packet. As a Staff Director, Evan will participate in the conversation about Anthony’s performance, but not in salary negotiations, as per our policies.
4. Annual Meeting planning begins soon; Board members are invited to join the process either at committee meetings or via regular Board meetings. We are looking to improve participation from newer/younger members.
5. The Board’s FY26 budget will be drafted soon for the Board’s approval before it is passed off to the GM to be included in the Co-op’s overall budget.

5. Monitoring Reports

1. B.2 – Financial Condition and Activities: Kevin moved and Anneka seconded to approve the monitoring report for B.2 – Financial Condition and Activities. Discussion: No concerns were raised with either the interpretation statements or compliance data. The discussion touched on the following points:
   • Performance compared to other co-ops: NCG reports on other co-ops, and Anthony’s recent meeting with neighboring co-op GM’s, indicate that we are an outlier with our flat sales. Burlington’s downtown location, which faces similar challenges with a nearby population experiencing addiction and homelessness, is the exception.
   • Expense Management: We are working to recalibrate staffing levels to be more aligned with sales, using metrics like sales or unit movement per labor hour.
   • Five-Year Financial Planning: A plan is in early stages of manager review and input. It assumes 1% sales growth.
   • Health insurance: The self-insurance model through the CBA consortium is still saving us $350K/year compared to going with Blue Cross Blue Shield directly.
   • Cash Reserves: We recently received the first tranche of Employee Retention Credit (ERC) ($600K), with $1.2M still possible. This could help fund capital investments like the upcoming refrigeration upgrades.
   • Debt Management & Refinancing: We are exploring refinancing existing debt. Current mortgage and CFNE loans (~$3M) have variable rates (~6%).
   • Shrink and waste costs are now separately tracked instead of being included in cost of goods sold (COGS). This allows for greater transparency and accountability at the department level.
   • The motion carried unanimously.
2. B.7 – Communication to Board: Anneka moved and Evan seconded to approve the monitoring report for B.7 – Communication to Board. Discussion: No concerns were expressed with either the interpretation statements or compliance data. Michele noted that Anthony’s first line of communication in the event of anything significant occurring between Board meetings is to reach out to her as the Board President. The motion carried unanimously.

6. Board Committees

1. Shareholder Engagement: Anneka noted that the draft charter is the result of conversation at the recent retreat as well as discussions over the last year about how to focus this committee to be better aligned with Board policies. Calvin moved and Johanna seconded to approve the committee charter as presented in the packet. Discussion focused on the importance of being connected with Marketing staff on shareholder outreach/communications without running afoul of policy governance provisions. The motion carried unanimously with one abstention (Michele).
2. Board Recruitment: Calvin moved and Evan seconded to approve the committee charter as presented in the packet. Discussion: Calvin noted that the charter doesn’t change much year to year. All Board members are responsible for recruiting candidates; the committee members guide the recruitment process itself, meeting with interested parties so they can make an informed decision, helping them go through the process of filling out the forms, etc. There may be opportunities for this committee to partner with the Shareholder Engagement committee on events. The motion carried unanimously.  
3. Finance Task Force: Michele reminded Board members that this came up at the retreat; a task force would look at what a Finance Committee would take on. Johanna moved and Anneka seconded to form a Finance Task Force. Discussion: Kevin stated that he would like to take a look at sample charter language provided by Molly Snell-Larch at the retreat with Lee and Michele before bringing anything to the full Board. The motion carried unanimously. Michele confirmed with Anthony that Kevin would be reaching out to him and Mudith directly.

7. Board Training

1. Board members shared their experiences at recent training events. Sheena recently attended the virtual CBL 101. Michele reminded Board members to consult the Board site and Columinate’s Events page – events free to CBLD members are fine to sign up for directly; anything that costs money, please reach out to Michele.
2. CCMA: Anneka and Calvin spoke to their experience attending CCMA in past years. It’s being held May 30^th – June 1^st. Michele will send out more information.

8. GM FYI Update

1. We realized we had not filed our 1099s (related to loan payments) in the wake of our assistant bookkeeper retiring.   
2. We learned that our accountants have adjusted FY24 net income down to (48K) due to a tax hit. We believe this may be in error and are following up with them. Stay tuned.
3. Anthony shared the highlights of a recent peer group meeting with neighboring GMs. A number of initiatives are being explored including consolidated training and education, and consolidated purchasing of supplies.
4. Other discussion touched on the Marketing and Communications Director position (it has been posted internally), the Deli – Cheese pipe project expense (it would not be covered by insurance), and the uncertainty around USDA REAP funding, given the current administration in Washington attempting to impound funds.   

9. Upcoming Monitoring Reports:

Michele brought Board members’ attention to policies being monitored next month: B.6 – Shareholders, B.8 – Conflict of Interest, and D.1 – Board Duties.

10. What Would You Tell a Shareholder?

Meeting participants shared what they would tell a shareholder about this meeting. These comments are shared in the staff newsletter and in Food for Thought.

11. Executive Session

At 7:47 pm, Anneka moved and Michele seconded to enter Executive Session for the purpose of discussing a personnel matter. Board members and Anthony were present during Executive Session.

At 8:23 pm, Calvin moved and Evan seconded to exit Executive Session.

The meeting was adjourned at 8:24 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator/Sustainability Coordinator