Board of Directors Meeting Minutes: August 2021 |

Brattleboro Food Co-op Board of Directors

Board Meeting held via Zoom

Monday, August 2, 2021

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

President Jerelyn Wilson called the meeting to order at 5:15 pm. [Note: Shanta Lee and Tamara Stenn joined the meeting partway through.] She welcomed Jade Barker as guest facilitator.

Agenda Review
1. Jade welcomed guests and invited them to share their name and reason for attending the meeting. Nick stated that he’s worked in the Co-op’s kitchen for almost two years and is exploring running for the Board this fall. Sheila stated she has transitioned to sub status and is here out of curiosity. [John Hatton and Kirby Veitch joined the meeting after Shareholder Input.]
2. Jade read aloud the communication norms the Board has been practicing. [Tamara Stenn joined during this time.]
3. Agenda Review: There were no comments or suggested changes to the agenda.
Approval of Minutes: Beth moved and Denise seconded to accept the minutes of the July 5, 2021 meeting. Discussion: no changes were suggested. The motion carried unanimously.
Shareholder Input:
1. Sheila asked if Jerelyn had shared a recent communication from her to the Board. Jerelyn stated that she had not, because she had been busy getting prepared for the GM search and was not clear on Sheila’s point or motivation. Sheila stated it was a paragraph about Carver’s governance policy.
2. There was no other input from shareholders.
Board Alignment on Governance Structure: Jade invited Board members to give feedback on a statement in the packet about the way the Board does its work via policy governance. Jerelyn noted that the purpose is to be on the same page as we launch the GM Search process. [Note: Shanta not yet present.]
1. Jerelyn stated that her experience is that she finds governing via a series of policies to be not only useful, but essential, given her lack of retail experience.
2. Steffen: It feels like we are wrestling as Board to be rigid enough to get essential work done, but at times in trying to adhere to that, the voices of people we are trying to represent are lost. It’s a hard job, trying to figure it out.
3. Tamara: We’ve learned to make room for our varying opinions while having a goal to all achieve together. Policy governance makes us cohesive. We have commonalities, but we make space for a degree of difference.
4. Denise: I’m grateful for different people with different areas of expertise to help me understand different parts of Board policy. I wonder about how to keep institutional memory going when people step off the Board.
5. Beth: My hope for the next Board is that it steps confidently into using the policies we have to shape how we responsibly exercise control. In my time on the Board, we haven’t always used the policies as well as we can. The policies have the potential to be extremely powerful. My question is, how to get people on board more quickly with the power of the policies themselves.
6. Joe: As we strive to be more true to governing through policy, what are the ways that we as a Board change policies in practice? And how are we adapting policy to the things we’re learning as a Board? That’s something we need to do a little more thinking about.
7. Jerelyn invited Board members to share any feedback on how to deepen this conversation via an email to her (copying other Board members if desired).
GM Monitoring Reports:
1. Denise moved, and Steffen seconded to accept the Monitoring Report for B.2 Financial Condition and Activities. Discussion highlights [Shanta entered the meeting during these comments]:
  1. No concerns were expressed about the interpretation statements or the compliance data.
  2. Sabine noted that the auditors may yet make adjustments. She stated that this is a stunning report, and reflects a “thank you” gift to staff still hard at work dealing with the well-documented labor situation.
  3. Depreciation: is higher than had been forecast in the ABP, as we’ve started replacing equipment and bringing in new equipment such as 6 new doors in Beer and Wine.
  4. The FY21 ABP: was crafted early on in the pandemic, during a quarter in which we lost 100K. we therefore approached FY21 conservatively, and happily exceeded expectations almost immediately.
  5. Beth noted her extreme joy in seeing the end of year financials and stated that the report reflects a unity of purpose and intention. She thanked Sabine for her leadership and wisdom.
  6. Going forward: Sabine is still concerned about what’s going to happen this year. She believes we’ve probably understated the first two quarters of this year’s budget, and overstated the final two quarters. So far this quarter, we are riding high.
  7. The Debt Service Coverage Ratio: the typical store is at 4.1 not 7.6 as shown in the report.
  8. The motion carried unanimously.
2. Jerelyn moved, and Tamara seconded to accept the Monitoring Report for B.4 Asset Protection. Discussion highlights:
  1. No concerns were expressed about either the interpretation statements or the compliance data.
  2. Accounts Receivable (A/R): refers to when people pay after they get the service. Since we are cash business, most of our business is at the register. Our A/R is when institutions – typically schools – pay us monthly for bulk purchases.
  3. The motion carried unanimously.
Board Monitoring Reports:
1. Joe moved, and Jerelyn seconded, to accept the Monitoring Report for D.12 Management Succession. [Note: the motion followed the discussion.] Discussion highlights: Tamara rescinded her “I don’t know” responses, noting she had missed a Board meeting. Suggestion: that the present GM Search Committee document its experience with the process for the benefit of future Boards.
2. B. The motion carried unanimously.
Preparation for Upcoming Monitoring: Jade called Board members’ attention to Policies B.6 – Shareholders and D.7 Board Officers. Discussion highlights:
1. Policy B.6 – Shareholders: Sabine stated the employee gainshare payment that was just paid out with profits from FY21 is technically is not enumerated in the policy, but that she believes it’s for the “common good” cited in the policy. As to “vital shareholder program”, Sabine noted that the policy focuses on working shareholders, but that she tends to interpret it more broadly.
2. Policy D.7 – Board Officers: Jerelyn noted that Board members can suggest policy changes in the comments on the monitoring report survey.
Board Committees:
1. Board Member Recruitment: The Committee is looking for Board members’ suggestions for candidates. Beth has approached people in her network, none of whom are prepared to step forward. Tamara had suggestions for the “Elections” part of the Co-op website. Board members were encouraged to bring any names to Judy, who will talk with them about what it means to run for the Board, how we organize ourselves, and what they would need to be prepared for.
2. Ends Ad Hoc:
  1. Board members gave a thumbs up to the following proposed new Ends, which the Committee will bring to shareholders for their input (primarily: have we left anything important out?):
    - Shareholders, workers, shoppers, vendors, and community partners have an inclusive hub for participation in cooperative foodways.
    - The community has access to a range of relevant products that are financially accessible, environmentally sensitive, and locally sourced.
    - The community has an alternative to extractive grocery stores, with the BFC stewarding the human, financial, and environmental resources entrusted to it.
      
      Glossary
    - Hub – a place for people to come together around food
    - Foodways – intersection of attitudes, rituals and practices regarding all aspects of food
    - Extractive – businesses that remove resources from a community
  2. Joe noted that the glossary is a necessary crutch for now, and it will be part of our filling our education role to engage shareholders in conversation about it.
  3. Next steps: The Committee will talk to staff and to the Community Engagement Committee about outreach and avenues for soliciting feedback. Beth will write an article in an upcoming Food for Thought about what Ends are, the current Ends, and the rationale for updating them. Joe will write an article explaining the proposed new Ends, outlining the timeline, and requesting feedback.
3. Community Engagement: Shanta Lee is working on connecting with Tabitha Moore about integrating DEI-focused questions into the outreach questionnaire; she noted that Tabitha has also offered to be the point of contact for The Root Social Justice Center. Once Tabitha’s feedback is incorporated, Board members are welcome to approach the community groups listed in the packet addendum with the outreach letter + questions. Those approached may choose to fill out the survey with their own personal responses, in addition to distributing it to their constituents.
  1. We still need to know whether there is a budget for giving gift cards out to those who fill out the survey.
  2. The outreach letter/list of ways the Co-op already engages with the community should be updated to include our work with local schools. Sarah will update the Google docs accordingly.
  3. The primary audience for surveying/listening are those who don’t shop at the Co-op at all; a secondary audience is those who could shop more than they do here.
Annual Meeting: Mark your calendar for the evening of Wednesday, November 10th.
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.
Executive Session
1. At 5:47 pm, Jerelyn moved, and Denise seconded, to enter into Executive Session for the purpose of discussing the search for a new GM, and the currently-vacant Board seat. The motion carried unanimously. In addition to Board members, Sabine, Jade, and Sarah were present during Executive Session.
2. At 7:21 pm, Jerelyn moved, and Beth seconded, to exit Executive Session. The motion carried unanimously.
3. Tamara moved, and Steffen seconded, to accept the purpose statement for the GM Search Committee as follows:
  The purpose of the GM Search Committee is to:
  - Retain and oversee those consultants who are going to support the Board in hiring a new GM
  - Develop and implement a process for soliciting feedback from individual board members, shareholders, employees for identifying the desired qualities/profile of the new GM
  - Oversee the recruitment of a diverse and representative group of candidates for initial screening.
  - Draft negotiation terms for a GM contract to recommend to the Board
  - Present top candidates to the Board for the full Board to interview
  - Communicate regularly and clearly to the Board
  - Provide status updates to Shareholders and Employees
    The motion carried unanimously.
4. Denise moved, and Beth seconded, to accept the GM Search Committee budget as discussed in Executive Session. The motion carried unanimously.
5. Jerelyn stated that the matter of whether and how to fill the vacant board seat will be taken up at the next Board meeting.
Meeting Closing: Board members and guests shared their responses to the questions, “how did the meeting go for you”, and “what did you observe about your participation in the meeting in relation to the new list of how we engage with each other”.