Board of Directors Meeting Minutes: March 2025

These are the minutes of the March 3, 2025 Brattleboro Food Co-op Board of Directors Meeting.

Present at Meeting

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

Directors absent: None.

Staff: GM Anthony Santorelli, Board Administrator/Sustainability Coordinator Sarah Brennan. Shareholders: Donna K-Brooks and Naima Wade [both via Zoom].

President Michele Meulendyk called the meeting to order at 5:17 pm.

1. Welcome

Board members took turns reading the communication norms out loud.

2. Shareholder Input

1. Donna K-Brooks brought to Board members’ attention the actions of a woman in the news recently for having contaminated items at the Monadnock Food Co-op with her own urine. Anthony shared that we are aware of that situation and do not believe that we have been impacted. We have a very alert security team and video cameras. Donna exited the meeting shortly thereafter.
   
2. Naima Wade shared her experience volunteering with farmers based in St Croix and asked to be put in touch with the appropriate staff member to help bring their products (such as tinctures) to our shelves. Anthony will see that she is put in touch with our merchandising manager. Naima exited the meeting shortly thereafter.
   
3. Board members discussed recent interactions with shareholders while tabling in the store and at the recent 50th anniversary party in the café. Discussion touched on ways to engage shoppers during tabling with prompt questions, which could align with themes being focused on in Food for Thought. The Shareholder Engagement Committee will take this up.
   
4. The Board reviewed shopper feedback from receipt surveys, and trends in shareholder statistics. Anthony/Sarah will verify that the numbers of shareholder types are just that, i.e. this statistic is independent from shopping activity. We can explore whether it’s possible to determine what percentage of transactions come from any given subgroup of shareholders. Anthony shared how we have responded to some concerns expressed about freshness of meat offerings.

3. Approval of Minutes

Denise moved and Kevin seconded to approve the minutes from the February
3, 2025 meeting. Discussion: none. The motion to approve the minutes carried with one abstention (Denise).

4. Board President Updates

1. NFCA Annual Meeting on 3/15. Kevin, Lee and Anthony plan to attend.
   
2. CCMA: Calvin may attend.
   
3. Annual Retreat: Michele called attention to suggestions made at the retreat that pertain to shareholder engagement: encouraging participation in Board committees and sharing BFC social media posts in one’s networks.

5. Board Committees

1. Shareholder Engagement: Anneka shared highlights of the committee’s first meeting not otherwise presented in the packet. They talked about what engagement means (listening to shareholders’ needs and values, keeping them informed about the Board’s activities). They will focus next on the role of social media, Board tabling resources/materials, and how to collect and “make actionable” shareholder input. Discussion touched on the range of ways shareholders can engage with the Coop (classes, events, participation in Board committees), the proposed topics schedule and review process for Food for Thought articles (please sign up on the Board site, Sarah will provide the first round of any corrections/suggested edits, others are welcome to participate in that process, and the full Board will have an opportunity to weigh in on articles before they are published).
   
2. Board Recruitment: Calvin touched on the desire to create new, compelling marketing pieces for recruiting Board members; Sarah will facilitate collaboration with the Marketing team. Discussion touched on being aware of what one’s own paths to Board service were. We don’t have a particular wish list of desired experience aside from interest in the Co-op itself and leadership experience generally. Calvin will touch base with those whose terms expire this fall (Anneka and Evan). As we get closer to elections, the Board Recruitment and Shareholder Engagement committees may want to collaborate on an outreach event.
   
3. Finance Task Force: Kevin stated that a draft charter has been created. Lee and Michele have reviewed it. He will speak with Anthony about it and bring it back to the task force. From there it will go to the Board for approval, hopefully at the next meeting.
   
4. Annual Meeting Planning Committee: Denise stated that Michele and Sarah will be visiting the Brattleboro Museum and Art Center for a tour as a possible venue. We are aiming for a Thursday evening or Saturday daytime event in the second half of September.

6. Board FY26 Budget Review

Michele pointed out possible opportunities to trim the proposed budget. She invited Board members to email her any thoughts. Discussion touched on the following points:

1. Annual Meeting: do we transition to an online format for FY27 (fall of 2026)? Should we pursue updating the bylaws to allow for digital communication of shareholder-related business? Might the Marketing team engage in a concerted push to obtain updated contact info for shareholders?
   
2. Board Meetings: Reduce the frequency of catered meals to once per quarter and/or do not subsidize self-serve meals. That said, an occasional catered meal would be nice for in-person guests.
   
3. Board Development: There may be less expensive ways to obtain Columinate’s services. Michele will investigate.
   
4. Board Administration: It is not appropriate for an administrator’s salary to be included here, given that the GM is the Board’s sole employee and board administration is provided for in policies.
   
5. Board stipend/discount: This represents the biggest driver of change from last year’s budget.
   
6. Kevin noted that the Board’s budget amounts to a tiny fraction of the Co-op’s overall budget.

7. Monitoring Reports

1. D.1 – Board Committees: Anneka moved and Kevin seconded to approve this monitoring report. Discussion: A committee or task force could be formed to look at changing the word “excellence” to “integrity” in D.1.2. The motion carried unanimously.
   
2. B.6 – Shareholders: Denise moved and Calvin seconded to approve this monitoring report. Discussion: No concerns were expressed with the appropriateness of the interpretation statements or relevance of the compliance data. The rollout of the new shareholder support software may help us dig into the drop in working shareholder hours over time, despite the increased opportunities both in-store and with Commitment to Community partners. Other factors might include an aging demographic and the drop in the working discount from 8% to 5% in 2020. The motion carried unanimously.
   
3. B.8 – Conflict of Interest: Johanna moved and Anneka seconded to approve this monitoring report. Discussion: No concerns were expressed with the appropriateness of the interpretation statements or relevance of the compliance data. A policy committee or task force could look at adding the word “perceived” [conflicts of interest] to the policy language. The provision regarding the GM’s being party to contracts with the Co-op could also be clarified. The motion carried unanimously.

8. GM FYI Update

Discussion touched on the following:

1. Clarification on items referenced in packet:
   1. We lost about six hours of sales due to winter closures.
      
   2. Anthony hopes to address the 300’ of pipes causing a smell in the Cheese department at the same time as the refrigeration project. We believe that we don’t run enough water through
      that pipe to keep it flushed.
      
   3. Leveraging shared buying power among area co-ops: Anthony is exploring this opportunity via groups other than NFCA as well.
2. New since packet went out:
   1. We are pursuing a catering opportunity with Hilltop Montessori.
      
   2. The Core Team is meeting on 3/12 to work through ideas suggested for the 5 year plan.
      
   3. The Union has filed a grievance about a new job posting in the Wellness Department; they are objecting to the responsibilities and pay rate.
      
   4. BFC Cares: They are in a bit of flux as their leader has accepted the Marketing Manager position.

9. Upcoming Monitoring Reports

This was passed over in the interest of time; Michele will email Board members about them (A.1 – End 2: Access to and education about goods and nutritious food that are ecologically sound and responsibly sourced, D.2 – Board Meetings, D.6 – Board Job Products).

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

1. At 8:30 pm, Denise moved and Evan seconded to enter Executive Session for the purpose of discussing a personnel matter. Only Board members were present during Executive Session.
   
2. At 9:06 pm, Michele moved and Lee seconded to exit Executive Session.

The meeting was adjourned at 9:10 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator/Sustainability Coordinator