BFC Board Meeting Minutes: October 2019 |

Brattleboro Food Co-op Board of Directors

2 Main Street, Room 130, Brattleboro, VT

Meeting Minutes: Monday, October 7, 2019

Directors Present: Jim Barker, Mary Bené, Anna Edson, Judy Fink, Skye Morse, Beth Neher, Tamara Stenn, Jerelyn Wilson. Directors Absent: Arion Thiboumery

Staff, Shareholders and Others Present: General Manager Sabine Rhyne; Board Administrator Sarah Brennan; Marketing and Community Relations Manager Jon Megas-Russell; Shareholders and staff members: Sheila Adams and Kathy Carr

The meeting was called to order by President Beth Neher at 5:15 pm.

Meeting Opening: The meeting opened with guests stating what they would like to get out of this meeting, and all sharing what makes them happy about fall. Beth noted that Arion is at a conference but will be here for his final meeting in November before he steps down.
Agenda Review: None proposed.
Approval of Minutes: Anna moved to accept the minutes of the September 9, 2019 meeting; Judy seconded. The motion to accept the minutes with some minor corrections passed unanimously, with one abstention (Mary).

Shareholder Input and Board Tabling:
- Sheila described the plight of a fellow Co-op employee (who gave his permission for her to share this) facing severe housing hardship, and asked board members to consider whether they knew of any apartments that might be available for him.
- Skye reported out on his and Arion’s tabling experience, which was overwhelmingly positive.
- Marketing and Community Relations Manager Jon Megas-Russell shared some September feedback stats. Feedback comes from receipt surveys, feedback boxes, tabling, random comments in the aisles, social media, and our website; Jon responds to every one for which he has contact info. 131 individual pieces of feedback were received (56 paper forms, 44 receipts,17 via digital, 14 from board tabling). Details: #1 – grocery product requests. #2 – complaints about packaging or products. #3 – Deli: requests for more variety. #4 – Praise for the Front End staff and the Bulk department. Trends tend to match overall trends among other NCG co-ops, which should help us implement needed changes more quickly. Discussion included the status of accessibility-friendly changes suggested by a group of Tamara’s students over the summer. Jon noted that change is difficult and that staff would benefit from more education and awareness of the needs of that population, although some staff has some traumatic issues with some of the suggestions. So, work continues.
- Sabine read a supportive letter from a shareholder about the the panhandling/homeless situation out on the Whetstone Pathway.
GM Report: Discussion focused on the following:
- In the Comparison chart, “forecast average” is the extrapolation of what we would need to do to meet the end of quarter goal. At the end of the quarter, that number matches the Actual Average to date.
- Captive insurance: this is when you establish an association with a bigger pool of people so as to get better rates. More details will be forthcoming as Sabine has news to report.
- Increased activity with Union representatives: Board members expressed concern for the well-being of all staff, both management and hourly. Sabine stated that it is not uncommon for more grievances to be filed in the months leading up to a contract negotiation: it’s one way to explore what provisions are not currently addressed in the bargaining agreement.
  Several board members noted that the board’s role in this context (given the mandate of policy governance), is to monitor the GM and not interfere with day-to-day operations. While Board members have a copy of the contract, it is not in their purview to receive detailed information about individual grievances.
- Phil’s upcoming retirement.
- Security and Maintenance: the final member of that team has been hired and will start next week. Managers are working split shifts to cover in the meantime.
- Co-op Café on 10/19: Mary will attend.

Board Perpetuation
- QIV 11Board Audit Requirements Board Monitoring Reports: Jerelyn moved, and Judy seconded, to accept the monitoring report. Discussion: Beth noted that she checks in with Sabine to ensure that the auditor is retained each year. The motion carried unanimously.
- QIV 3 Code of Conduct Monitoring Report: Jim moved, and Skye seconded, to accept the monitoring report. Discussion: How to reflect un-conflicted loyalty to the interests of all shareholder in the context of the discount program. How Policies 3.6.1., 3.6.2, 3.6.3, and 3.6.4 provide examples of reducing or eliminating any conflicts of interest that do exist. Going forward, if the packet is going to be late due to one missing ingredient, Sarah may post a partial packet in response to Mary’s weekend work schedule. The motion carried unanimously.
- Board recruitment: Any candidates who step forward at this point will not have their statements printed in the November Food for Thought (as that deadline has passed). Beth will reach out to one candidate to arrange a meeting with a board member – hopefully Arion. Mary will reach out to a few people. The Board discussed the pros and cons of publicizing the need for candidates on the Brattleboro Facebook page – Tamara and Jerelyn will work on this. Beth noted the fallback: Board policy allows for appointing someone.
- Prep for November Monitoring: Beth noted that the two upcoming GM monitoring reports are significant. November is our last meeting of this board year. December will be our first meeting of the new board year.
- Other miscellany: Anna will write the December FFT article. Jerelyn and Jim will table in November. Tamara and Mary will table in December. Mary will attend the Coop Café on 10/19. In November, Beth will be proposing a board officer slate, to be voted on at the December meeting. Anyone interested in playing an officer role should let Beth know.
- 2020 Board Calendar. Note: the annual retreat is on 12/7 at the Hallelujah Farm: note, the Upper Farm this year. Beth and Jerelyn hope to have a retreat agenda prepared for the November meeting.
- Shareholder Engagement: The Board provided comments on the letter from the Board to be included in new shareholder welcome packets.
Policy and Bylaws: Carried over from September meeting.
a. Skye moved, and Jim seconded, to amend Policy 7.1 as shown below:

7.1 Officers are elected by the Board at the first Board meeting following the close of the Board of Directors’ election. The President proposes a slate of officers for consideration by the Board. In the event that the President is no longer on the Board after the election, the Vice President will assume the responsibility of proposing the slate of candidates. In the event that both the President and VP are no longer on the board after the election, the Treasurer will assume the responsibility of proposing the slate of candidates. In the event that the President, VP and Treasurer are no longer on the board after the election, the Secretary will assume the responsibility of proposing the slate of candidates. Staff Directors may not hold the office of President, Vice President or Treasurer.

Discussion: in the event that there are no incumbent officers carried over into a new board year, somebody will need to propose a slate. How that would be accomplished was left unresolved for the time being.

The motion carried unanimously, with one abstention (Mary).

b. Mary moved, and Jim seconded, to amend policy 7.2.1.6 as shown in the packet.
Discussion: After some wrangling over the definition of “preside”, the Board amended the proposed text to the following:

7.2.1.6 The President will set the agenda and preside over for the Annual Meeting and other shareholder status meetings; appoint a facilitator as needed in collaboration with staff (e.g., GM, marketing, shareholder services, etc.) and will bring the agenda to the board for approval. The President will preside over the Annual Meeting, appointing a facilitator as needed.

The motion carried unanimously.

c. Skye moved, and Mary seconded modifying Policy 7.2.1.7 as follows:

7.2.1.7 Approve and oversee Board committees (ad hoc and standing). The President ensures Board committees create annual charters and monitors committee activity.

The motion carried unanimously.

d. Skye moved, and Judy seconded, modifying Policy 7.2.2.2 as follows:

7.2.2.2 Organize the Annual Meeting; collaborate with the President to set the agenda. The Vice President collaborates with the President in their responsibilities for the Annual meeting and other shareholder status meetings.

Discussion: The Policy and Bylaw Committee will take up the issue of whether and how to modify policies around “other shareholder status meetings”.

The motion carried unanimously.

e. Mary moved, and Skye seconded, to amend the Policy 9.2 as as shown below:

9.2.1 The Board’s accountability to the shareholders is realized at the Annual Meeting. The Board presents reports and engages with shareholders on matters that vitally affect the Co-op.

Discussion: Jerelyn noted this is entirely new. The motion carried unanimously.

Board Perpetuation – Strategic Conversation about Ends:

a. In the interests of time, this discussion was postponed. Beth provided some context: The upcoming Ends monitoring report, and the Board’s decision to review all Ends are the main reasons to have this conversation. Our CDS consultant Thane informs us that the movement in Ends now is towards something much more concise and not as broken out, and our annual retreat will be partially on this. Beth asked Board members to reflect on what functionsEnds serve, what function monitoring Ends serves, and what the relationship is between the Ends and strategic planning.