Board of Directors Meeting Minutes: July 2021

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Brattleboro Food Co-op Board of Directors
Meeting Minutes from July BOD Meeting

Held via Zoom

Monday, July 5, 2021

Directors Present: Judy Fink, Shanta Lee Gander, Joe Giancarlo, Steffen Gillom, Denise Glover, Beth Neher, Jerelyn Wilson. Directors Absent: Tamara Stenn. Staff, Shareholders and Others Present: General Manager Sabine Rhyne, Administrator Sarah Brennan, guest facilitator Jade Barker, and shareholders Mark Adams, Sheila Adams, Lili Cappello, and Kirby Veitch.

President Jerelyn Wilson called the meeting to order at 5:05 pm.

  1. Executive Session:
    1. At 5:05 pm, Judy moved to go into Executive Session to discuss a personnel matter and the vacant Board seat. Shanta Lee seconded the motion, which carried unanimously. Present during Executive Session were Board members, Sabine, Sarah, and Jade.
    2. At 5:51, Jerelyn moved, and Denise seconded, to exit Executive Session. The motion carried unanimously.
  2. Agenda Review
    1. Jade welcomed guests and invited them to share their name and reason for attending the meeting. She read aloud the communication norms the Board has been practicing.
    2. Agenda Review: There were no comments or suggested changes to the agenda.
  3. Approval of Minutes: Steffen moved and Joe seconded to accept the minutes of the June 7, 2021 meeting. The motion carried unanimously.  [Note: this took place after Shareholder Input]
  4. Shareholder Input:
    1. Kirby Veitch, a shareholder staff member who works in the commissary kitchen, described how the chronic understaffing in the Deli is resulting in product shortages. He stated that the Co-op needs to re-examine employee recruitment practices, and be more aggressive in developing new methods to train employees to prevent them from being overwhelmed. He expressed concern about employees not being able to support themselves entirely on the basis of their Co-op wage.
    2. Sheila Adams asked if the Board had received two pieces of communication that she had sent to Jerelyn; in the case of the first, Jerelyn stated that she had not had the chance to do so and would follow up; in the case of the other (concerning the Co-op’s mask policy), she stated that she discussed the issue with Sabine and was satisfied with the response she received. Sheila asked how the Board could be said to “speak with one voice” if it was “listening with one ear”.
  5. Board Process: The results of the online survey to obtain feedback on policy QIV 2 Board Meetings were reviewed. Discussion: Jerelyn suggested that the Policy and Bylaw Committee take this up and bring a revised policy for the Board’s approval at the next meeting. Joe suggested that the Board be offered an opportunity to weigh in on Board meeting agendas prior to their being finalized; Sarah suggested this happen just after the agenda is developed, but prior to the packet being assembled.
  6. 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. Understaffing: Sabine spoke to the issues Kirby raised during Shareholder Input. She noted that we are stretched pretty thin and have started shutting down some of the Deli’s offerings in response. We have staff out for unrelated reasons as well, and continue to interview and hire people. Deli training has already been reconfigured to allow employees to master one station fully before moving on to the next station, and this has helped.
    2. Double Up Bucks: We anticipate being able to offer this to our customers in late 2022, which will give us time to work out how to fulfill the reporting requirements. This opportunity had previously only been available in Vermont at farmers’ markets. Funding in a COVID-related bill is expected to cover the difference until more sustainable funding can be found, perhaps via the Vermont Legislature.
    3. NCG Participation Report: We receive this report every year; it provides a useful comparison of how we stack up financially compared to other Co-ops.
  7. GM Monitoring Reports: Beth moved, and Joe seconded to accept the Monitoring Report for B.3 Relationship with Employees. Discussion highlights:
    1. Interpretation and Compliance Data: It was suggested that the last sentence of the first interpretation statement be changed to read “The general manager will make every effort…” rather than “makes every effort” to make it more clear that this is an interpretation, and not a compliance, statement. No other concerns were expressed with either the interpretation statements or the relevance of the compliance data presented.
    2. Job Descriptions: Sabine noted that twenty employees are not members of the bargaining unit. Bargaining unit job descriptions are reviewed during contract negotiations and this year, many positions were moved to a different pay classification.
    3. Possible change to policy: The second sentence of the policy ­– “The general manager shall not treat staff in any way that is unfair…”– could be modified along the lines of “the general manager shall not cause staff to be treated in any way that is unfair…”. The Policy and Bylaws Committee may take this up.
    4. The motion carried unanimously.
  8. Board Monitoring Reports:  
    1. Jerelyn moved, and Denise seconded to accept the Monitoring Report for D.9 Board Relationship to Shareholders. Discussion highlights:
      • Data gathering: How do other co-ops gather information about their shareholders’ needs and values? Our shareholders range from a base of relatively uninvolved shoppers, leading through progressive levels of involvement, all the way up to those who serve on the Board. Would it help us to break down each of those levels of participation and assess how to engage at each of those levels?
      • Roles and Responsibilities: Would developing that level of understanding be the work of the Community Engagement Committee, or of the entire Board?
      • Scope of policy: Do our policies adequately address engaging with potential shareholders? Jerelyn and Sabine each stated that the Board is accountable for representing the needs of current shareholders first and foremost. They also acknowledged that thinking more broadly about outreach, as the Community Engagement Committee has been doing, is critical to our success and future. It is reflective of where we are as a Co-op wanting to be open and inclusive.
      • Upshot: The Policy and Bylaws Committee will suggest proposed changes to the policies to address increasing our shareholder base through outreach.
    2. The motion carried unanimously.
  9. Preparation for Upcoming Monitoring: After some discussion of what is entailed in B.4 Asset Management it was determined that it is not necessary to hold a work session to go over that report prior to the next Board meeting. Interested Board members can find past years’ reports on the Board website. With respect to D.12, Management Succession, Jerelyn noted that the Board’s website features a guide to hiring a general manager.
  10. Board Committees:
    1. Policy and Bylaws: Jerelyn moved that the Board policies be renumbered (Q1 becomes “A”, QII becomes “B”, and so on). Denise seconded. The motion carried with one abstention (Beth).
    2. Board Member Recruitment: Judy indicated that she will see that the recruitment pamphlet is updated to incorporate suggestions made via the online survey. No concerns were expressed with the talking points for engaging with prospective board members.
    3. Ends Ad Hoc: Beth reviewed the history for the benefit of guests. The Board has been reassessing whether to keep our seven ends policies, or make changes to them. Our current ends present a challenge to the general manager in monitoring our progress in achieving them. The most current draft reflects an effort to ensure that the ends are indeed, ends, and not means to an end. The Board will provide feedback via an online survey to be administered after the meeting.
    4. Community Engagement: Due to an administrative error, the packet does not include some of the committee’s notes. [Administration Assistant comment – the packet has been updated on the Board website to include these notes.] The Committee has outlined a process and letter for outreach. Shanta Lee will follow up with board members for additional input once she’s connected with Sabine and Tabitha Pohl-Moore (DEI consultant).
  11. 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.
  1. 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”.

The meeting was adjourned at 7:33 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator

Archive of past Meeting Minutes