Board of Directors Meeting Minutes: October 2021

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Brattleboro Food Co-op Board of Directors October Meeting

Held via Zoom

Monday, October 4, 202

Directors Present: Nick Dickison, Judy Fink, Shanta Lee Gander, Steffen Gillom, Denise Glover, Beth Neher, Tamara Stenn, Jerelyn Wilson. Directors absent: Joe Giancarlo. Staff, Shareholders and Others Present: General Manager Sabine Rhyne, Finance Manager Ken McGee (present for item 5), Board Administrator Sarah Brennan, and shareholders Mark Adams, Calvin Dame, Damien Moody, Jennifer Moore, and Michele Meulendyk.

President Jerelyn Wilson called the meeting to order at 5:16 pm.

  1. Welcome/Norms: Jerelyn welcomed members and guests. Guests introduced themselves.
  2. Approval of Minutes: Beth moved and Judy seconded to accept the minutes of the September 13, 2021 meeting. Discussion: none. The motion to accept the minutes carried unanimously.
  3. Board Communication Norms: Shanta read the Board communication norms aloud.
  4. Shareholder Input: Guests did not have any comments; they were reminded to direct any questions during the meeting to the Board Administrator using the “chat” function.
  5. Patronage Dividend: Sabine provided background: The Board is asked to consider declaring a small patronage dividend as an appreciation to shareholders who shopped with us over the last fiscal year, July through June ’21. If we pay a dividend on the income derived from sales to shareholders, we do not have to pay taxes on that portion of sales. Ken and Sabine have proposed four scenarios: the minimum payout is scenario A, and the maximum is scenario D.  Scenario B is the one that most directly corresponds to the prospective tax payment. The scenarios each include an average payout. Actual payouts are a function of what the shareholder spent; some spend many thousands of dollars over the course of the year, while others spend much less.
    1. Clarification questions:
      • Is it true that the IRS allows a certain amount of profit to be used to pay out dividends, and that that does not overlap with paying off more shareholder loans? Response: Yes. Dividends are specifically based on the end-of-year bottom line. We will continue to whittle away at paying back shareholder loans.
    2. Judy moved that the Board approve a patronage dividend based on Scenario B; Denise seconded. Discussion highlights:
      • Donating dividends: Could we provide options for shareholders interested in reinvesting their dividend on behalf of employees or low-income individuals? Response: We could look into this, but with over 6,000 shareholders, many of whom will receive a very small payout, this may present some logistical challenges. (Note: If a proposed bylaw change is approved by the shareholders this November, any unclaimed dividends would be donated to a charity after 90 days.)
      • Rationale for Scenario B: What is the reasoning for taking a cautious approach rather than going with scenarios C or D? Response: We hope to repeat this next year, so we’d like to maintain a safety net. From the Co-op’s perspective, Scenario B is a sure pick. We could handle Scenario C.
      • Tax implications: If we went with Scenario C, does that mean we are using more of the Co-op’s profit towards a dividend? And then, is the 80% of the declared dividend that gets plowed back into the Co-op, not subject to tax? Response: Correct. But note that it’s not being taxed anyway, because we have a net operating loss carryforward. We’d just be using less of it. It would be preserved for later when we need to apply it against profit.
      • Payouts: Scenario B vs Scenario D: Shareholders who spend more would receive about $100 more at the top end if we went with Scenario D.
      • Timing: we can vote for this now, or we can table this until next month. The bylaw vote won’t be tabulated until the Thanksgiving weekend. Sabine would prefer a November rather than a December vote so that details can be finalized.
      • Jerelyn polled members about tabling this until the November meeting; a majority of members agreed.
      • The motion was tabled until November. 
  6. GM FYI Highlights:  The discussion focused on supply chain issues, which are affecting our competitors as much as they affect us. We continue to fold in more conventional products and seek substitutes, sometimes more value-driven items when regular items are hard to source. A move to value items could alienate some shoppers who can’t locate their favorite brands. We are competitive with Hannaford on many WIC-eligible items; in some cases, where we’re not, we are offering locally-produced alternatives which some customers will see the appeal of. One Board member suggested stocking shelves that are temporarily empty due to supply chain issues, with local producers’ products, to help strengthen local supply chains.
  7. Board Monitoring Reports:
    1. D.3 Board Member Code of Conduct: Beth moved, and Judy seconded, to approve the Board’s Monitoring Report for D.3 Board Member Code of Conduct. Discussion highlights:
      • Meeting times: we can adjust our meeting time with the new Board in December.
      • Preparation: What does it mean to be prepared? Is a Board member’s preparation always going to be evident given that people have different styles of learning and participation? Are we flexible enough in accepting the various cultural norms Board members might be bringing to the table? Is our language exclusionary?
      • Board members are amenable to exploring the use of a sliding scale (1 – 5) rather than straight up yes/no responses for those monitoring surveys that pertain to the Board’s work (Policies C and D).
      • The motion carried unanimously with one abstention (Nick).
    2. D.11 Board Audit Requirements: Beth moved, and Denise seconded, to approve the Board’s Monitoring Report for D.11 Board Audit Requirements. Discussion: none. The motion carried unanimously with one abstention (Nick).
  8. Board Committees
    1. Search Committee: No requests are asked of the Board at this time. Board members should be able to answer questions about the search process from shareholders. We have one candidate so far; the Search Committee will be going over their materials at their meeting on 10/13 and the screening interview will be after October 17. Any Board member who has signed the confidentiality agreement is welcome to join the 10/13 Search Committee meeting.
    2. Board Member Recruitment and Annual Meeting:
      • Recruitment: Judy has met with three individuals who are possibly interested in running for the Board, they all understand they need to get their statement of interest/photo in before 10/27. We might actually have a competitive election.
      • Annual Meeting: we’ll meet again this Wednesday with Nadav (facilitator) and tech support Jen (tech support), and firming up the schedule. We’ll have more to share at the next Board meeting. We expect to have a panel focused on BIPOC entrepreneurship that Tabitha Moore is helping us assemble.
    3. Policy and Bylaw Committee:  Jerelyn thanked the Board for having voted (via email) to recommend bylaw changes for shareholder approval in this year’s elections.
    4. Ends Ad Hoc: Beth stated that the committee received feedback that the Ends as put forward to the shareholders did not reflect their aspirations as shareholders or ours as a Co-op. Board members provided feedback on the reworked Ends. Beth and Denise will bring revisions back to the Board at the November meeting.
    5. Community Engagement: This is Shanta Lee’s last meeting. Her exit memo (in the packet) summarizes the work of the committee, provides links to its work on Google Drive and points to the next steps and how to use the resulting data. Jon and Sabine have offered insights into implementing this in phases; the Board will be asked to promote it after it’s been piloted. Jerelyn will mention this effort in her remarks at the Annual Meeting.
  9. Meeting Outcomes: Board members and guests shared what they would tell a shareholder about this meeting. These are shared in the staff newsletter and in Food for Thought.
  10. Meeting Closing: Board members and guests shared their responses to the questions, “how did the meeting go for you”. The common theme: Board members appreciated the difficult conversation about Board member preparation.

The meeting was adjourned at 7:21 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator

Board of Director Meetings are open to all Shareholders, and all Shareholders are encouraged to attend and participate. The meetings are on the first Monday of each month with the exception of holiday Mondays, in which case the meeting is pushed to the following Monday. Be sure to reach out to RSVP with the Board Administrator prior to the meeting for a “Zoom” link.

Archive of past Meeting Minutes