Board of Directors Meeting Minutes: June 2021 |

Brattleboro Food Co-op Board of Directors Minutes

Held via Zoom

Monday, June 7, 2021

Directors Present: Judy Fink, Shanta Lee Gander, Joe Giancarlo, Steffen Gillom, Denise Glover, Beth Neher, Tamara Stenn, Jerelyn Wilson. Staff, Shareholders and Others Present: General Manager Sabine Rhyne, Finance Manager Ken McGee, Board Administrator Sarah Brennan. Shareholders: Sheila Adams, Davida Bagatelle, and John Hatton.

The meeting was called to order by President Jerelyn Wilson at 5:21 pm. Jerelyn called Board members’ attention to the page in the packet containing their feedback on the communication principles; it was agreed that Sarah would revise the list of principles accordingly, and include it in the July packet. We will re-survey in another couple of months.

Agenda Review: There were no comments or suggested changes to the agenda.
Approval of Minutes: Judy moved and Joe seconded to accept the minutes of the May 3, 2021 meeting. The motion carried unanimously.
Shareholder Input:
1. Guests were invited to share any questions or comments; none had any.
2. Monthly feedback stats: no comments. Kudos to Jon Megas-Russell for keeping careful track.
3. Correspondence: Regarding the letter from shareholder M. Wilkinson, Sabine was commended for her skillful response. Sabine noted that we are hot on the trail of retraining buyers and managers to utilize our current point of sale system that will fix a lot of the problems described, and make sure that we are accountable for our work.
4. Shareholder feedback received by Board members: A Board member shared that she had heard of some dissatisfaction among Produce department staff, one of whom resigned last week. Jerelyn noted that the Board holds the General Manager accountable for employee matters via Policy QII 3 – Relationship with Employees, which is being monitored next month.
Board Process:
1. QIV 2 Board Meetings: At the May meeting, the Board had voted to not approve this monitoring report; after some discussion, it was agreed that the most efficient way to obtain feedback on the policy (both the policy itself, and how it’s been implemented) would be for Sarah to develop an online survey.
2. Jerelyn stated that the Policy and Bylaws committee would additionally look at alternative ways to number the policies, as the use of Roman numerals is unnecessarily confusing.
GM Update: We are currently open to foot traffic Monday – Saturday from 8 am – 8 pm and Sunday from 9 am to 8 pm. We offer next day curbside pickup Monday – Friday from 7 – 10; calls received Friday are for pickup on Monday. Discussion highlights:
1. DEI: The training with Tabitha Moore began with one short meeting with the Core Team, and the following day, the first of 4 meetings with the management team, which focused on implicit bias and “in-grouping”. The next session with management is in two weeks. Sabine will meet with Shanta to discuss how the community-oriented aspects of the DEI training project can interface with the outreach being conducted by the Community Engagement Committee. Sabine noted that Jon Megas-Russell has been part of monthly “JEDI” [justice equity diversity inclusion] calls with NFCA [Neighboring Food Co-op Association]
2. Union Contract: Sabine indicated that 50 bargain unit members voted and that none had objections to the contract; by the Union’s process, this is considered “accepted”. We are all caught up on implementing pay changes.
3. Sales: We’re still above 2019 sales levels – will they continue to climb? Sabine stated she believes sales still reflect pandemic-behavior of cooking at home and that this will end sooner or later; last week’s sales dipped to a just a little bit above 2019 levels.
4. Cash: Operating cash remains healthy. We don’t have many options for investing it but we do take advantage of paying our invoices early so as to obtain more favorable pricing. Many expenses in this quarter will draw this down, the walk-in cooler chief among them. As is shown in the three-year plan, the goal is to draw that down to about $500K. Once FY21 is closed at the end of summer, we will have a better sense of our options, particularly as that might relate to strengthening the bonds of employees with the store.
5. Commitment to Community Program: We have already been fielding shareholder requests to include other organizations as partners. We’ve gotten good feedback!
GM Monitoring Reports: Beth moved, and Denise seconded to accept the Monitoring Report for QII 1 Financial Planning. No concerns were expressed about the interpretation statements or data. Discussion highlights:
1. Assumptions and Process: What are the external contexts (regional and/or national) behind the sales increase assumptions? Sabine described the process by which the plan is developed. Each department looks at trends in their field and develops a sense of where to focus in the coming year. Managers share their expectations at a mini-retreat and then produce detailed quarter-by-quarter plans. That gets rolled into the first year of this three year plan. Sabine showed an example of department-level plans via screen sharing.
2. Expectations: Sabine stated that she thinks we’ll do better than planned in the first half of the year – that people will resume pre-pandemic habits in winter unless there is a COVID resurgence. The NCG participation report will be issued next month and it will show that co-ops have done well, but not as well as the conventional grocery industry, during the pandemic. This could be because our core customer already favors cooking food.
3. Planning for the unexpected: How has the pandemic shifted how you approach this three-year plan? Sabine stated that we are focusing on how to support sales that we expect will increase, and how we can increase the capacity of the successful departments, and what will we need to reconfigure (example: no more salad bars).
4. Shareholder Loans: Most of our shareholder lenders roll their loans over as they mature. We expect to be able to pay them off as they mature.
5. Perpetual Inventory: This is referred to as Inventory Management in the plan. We’re in the research phase now, visiting other co-ops to see how they handle it, and we’re setting up infrastructure now for when we’re ready to make a move. It will take a couple of years.
6. Online ordering: Going forward, can it be made to be profitable? Sabine noted that NCG has chosen Mercato for national implementation of online ordering at co-ops. This leverage could help get some promised software changes implemented. We have opportunities to streamline the process by having payment be handled on the site (instead of running transactions through a register). And we’ll have to set up a fee structure to help support that cost. We will present shoppers with all the information necessary for them to understand why a fee would be necessary.
7. Whose agenda is being prioritized? We have many kinds of shoppers whose socioeconomic situation isn’t necessarily apparent on the surface.
8. The motion carried unanimously.
Board Monitoring Reports:
1. Judy moved, and Shanta seconded to accept the Monitoring Report for QIV 4 Cost of Governance. Discussion highlights:
  1. Policy 4.1.2 – Outside monitoring assistance: aside from having our financial statements audited by a third party, we have not contemplated having a third party observe our practices; Jerelyn will ask Thane (Columinate consultant) for any insight into the background of this policy.
  2. Policy 4.1.3 – Several Board members expressed a desire to connect more deeply with shareholders as well as those who don’t (yet!) shop at the Co-op.
  3. The motion carried unanimously.
2. Denise moved and Judy seconded to accept the Monitoring Report for QIV 5 Records Policy. Note: the Board’s Bulletin Board has been relocated to the wall behind new Register 7 (where the shareholder services desk used to be). Sarah is looking for input/feedback on the Board section of the Co-op website. The motion carried unanimously.
Preparation for Upcoming Monitoring: Jerelyn asked Board members to consider whether the two policies being monitored in July (QII 3 – Relationship with Employees and QIV 9 – Board Relationship to Shareholders) include what the Board is looking for. Sabine noted that she has been providing compliance data that goes above and beyond what is actually contained in QII 3.
Board Committees:
1. Policy and Bylaws: Nothing to report.
2. Board Member Recruitment: It was agreed that Board members would provide feedback on desirable candidate qualities via an online survey. As to more formal Board self-assessment activities: this may very well be desirable, but Judy feels it is beyond the scope of the Recruitment Committee at this time. Board members were advised to research whether they had contacts on the boards or staff of any organizations listed on page 55 of the packet as one starting place for approaching potential candidates for the Co-op. This could overlap with the Community Engagement’s outreach, but so long as we all communicate with one another, it shouldn’t be a problem.
3. Ends Ad Hoc: They’ll be meeting with Sabine to discuss the draft Ends.
4. Community Engagement: The Committee wants to know what information the Board would find useful from the Committee’s listening sessions reports, and any suggestions for questions to ask in the sessions. As a reminder, the Committee is looking to engage with community members who are not necessarily shareholders, but who are potential shareholders. We already know that we would do well to reach out to a younger demographic. The Committee has discussed not trying to come in with too many questions to begin with.
Executive Session: In the interest of time, it was agreed that Executive Session would be postponed to the next meeting.
Meeting Outcomes: Board members shared what they would tell a shareholder about this meeting. These are shared in the staff newsletter and in Food for Thought.
Meeting Closing: Board members shared their responses to the question “what did you observe about your participation in the meeting in relation to the new list of how we engage with each other”.