Board of Directors Meeting Minutes: September 2021

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Brattleboro Food Co-op Board of Directors 

Board Meeting held via Zoom

Monday, September 13, 2021

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

President Jerelyn Wilson called the meeting to order at 5:15 pm. 

  1. Welcome/Norms: Jerelyn welcomed Jade Barker as guest facilitator. Beth read aloud the Board’s communication norms.
  2. Approval of Minutes: Jerelyn moved and Beth seconded to accept the minutes of the August 2, 2021 meeting. The motion to accept the minutes with one minor edit carried, with one abstention (Judy, who had missed the meeting). 
  3.  Board Meeting Process Check-In: Jerelyn explained a new protocol for shareholder input that had been followed in the August meeting without explanation: if any guests have questions or comments as the meeting unfolds, they are to send them via chat to the Board Administrator, who will log them and see that the Board responds after the meeting. Shareholder input during the meeting is otherwise to be restricted to the “Shareholder Input” segment. The intention is to create a structure for meetings that will allow the Board to do its work and respond to shareholders in a way they really deserve, which won’t happen during the meeting.  
  4. Shareholder Input: Nick Dickison (staff) reported that the Grab and Go wall is full, and we’ve finally hired some new employees in the kitchen. If you need working shareholder hours, the kitchen can always use help: you can see the behind-the-scenes activity of your Co-op. 
  5. GM Monitoring Reports: Judy moved, and Denise seconded, to accept the Monitoring Report for B.6 Shareholders. Discussion highlights:
    1. Interpretation Statement: Sabine stated that her use of the word “customers” was intentional, inasmuch as shareholders start off as customers who become increasingly engaged as they come to know the Co-op. She added, “I wanted to start at the outer ring and bring them in”. 
    2. Compliance Data: The increase of shareholders over time was well laid out. 
    3. Policy implications: No Board members expressed concern over Sabine’s having allocated a portion of profits to employees: they deserve it! However, the Board discussed how, in light of Bylaw 9A.2, the use of a portion of profits for a gainsharing program might be something that the Board has a duty to exercise more control over. Sabine believes it is within the GM’s prerogative and stated that she would review the prior history of gainsharing through the years to determine if the GM had sought Board approval ahead of time in those cases. 
    4. Other: In 6.2, Compliance Data: first bullet change “1918 to “2018”. In the second bullet, the phrase “dividends were not planned” refers to patronage dividends. 
    5. The motion carried unanimously. 
  6. Board Monitoring Reports:
    1. Jerelyn moved, and Denise seconded, to accept the Monitoring Report for D.7 Board Officers. Discussion highlights: Tamara rescinded her “No” responses to 7.1, 7.2,, and, noting that she had misread how the questions were phrased. Joe commented that how the meetings are structured and run is a work in progress, that he appreciates the thoughtfulness that’s gone into that, and that he hopes it continues.
    2. The motion carried unanimously
    3. Upcoming monitoring: Jerelyn noted that in an effort to condense the agenda to allow for Board education and team building, “upcoming monitoring” is now handled offline: Board members are to ask any questions about the upcoming policies to be monitored and ask any questions of their mentors, the President, or the Vice President.
  7. Board Committees
    1. GM Search Committee
      1. Background: The Committee has been meeting weekly. The packet contains a summary of the Committee’s work to date. Jerelyn stated that she wants every Board member to be able to speak confidently about our search process, as it is the whole Board’s responsibility to hire the new GM.
      2. Next steps: The qualifications profile will support the Executive Search firm in its screening process and will be used to develop interview questions. The Search Committee will conduct initial interviews. Hopefully, these will lead to a couple of top candidates, whom the whole Board will interview. The Search Committee has invited two managers to participate as listeners in the screening interviews, and will also be inviting two non-manager staff to do the same.
      3. Shanta moved, and Judy seconded, for the Board to approve the GM profile as presented in the packet. Discussion: The Board, managers, and non-manager staff have all contributed to the development of this profile.
      4. The motion carried unanimously.
    2. Board Member Recruitment and Annual Meeting: Judy stated that we have six candidates for seven open positions and urged Board members to continue beating the bushes for additional candidates to allow for a contested election. She urged board members to table (the signup is on the front page of the Board’s website). The Annual Meeting will feature a panel discussion on BIPOC and equity issues in the food system. 
    3. Policy and Bylaw Committee: Jerelyn stated that the Board will be polled via email before the next meeting on whether to put forward for shareholder approval in this year’s ballot some changes to the Co-op’s bylaws, as follows: 
      1. Unclaimed patronage dividends: We will be proposing that unclaimed dividends be donated to an organization on behalf of the affected shareholder. Not having such a provision results in Vermont’s unclaimed property regulations kicking in. We would also clarify that dividends can be distributed by means of a credit given at the register.
      2. Shareholder certificates: We will be proposing changes to what happens when shareholders sign up because our practice has not matched what’s called for in the bylaw in many years.
    4. Ends Ad Hoc: Beth reported that the committee has received feedback that will result in some reworking of the proposed new Ends. 
    5. Community Engagement: Shanta reported that the committee has been focusing on documenting its work to date so that it can continue without her leadership as she steps off the Board. The Committee will be working with Co-op staff to publicize the survey. Tabitha Moore will be assisting as well. Folks who respond to the survey will be entered into a raffle: there are two $100 gift cards and five $10 gift cards as prizes. The survey should work well for both those who are not engaged with the Co-op in any way, as well as those who could be more deeply engaged.
  8. 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.
  9. Executive Session
    1. At 6:25 pm, Tamara moved, and Beth seconded, to enter into Executive Session for the purpose of discussing the seat made vacant when Mark Adams left the Board. The motion carried unanimously. Only Board members were present during Executive Session.  
    2. At 6:34 pm, Jerelyn moved, and Denise seconded, to exit Executive Session. 
    3. Judy moved, and Joe seconded, to appoint Nick Dickison to fill the open board seat, starting at the October meeting, continuing through 2023. Discussion. None. 
    4. The motion carried unanimously
  10. Meeting Closing: Board members and guests shared their responses to the questions, “how did the meeting go for you”.  The tension between optimizing for efficiency vs. allowing for more freeform discussion was a common theme.

The meeting was adjourned at 6:50 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator

Archive of past Meeting Minutes