Board of Directors Meeting Minutes: July 2022

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Brattleboro Food Co-op Board of Directors  July Meeting Minutes

Meeting Date: Monday, July 11, 2022 

Directors Present: Judy Fink, Denise Glover, John Hatton (arrived late), Michele Meulendyk, Jerelyn Wilson, and Johanna Zalneraitis. Directors Absent: Calvin Dame. Staff, Shareholders, and Others Present: General Manager Lee Bradford, Board Administrator Sarah Brennan, shareholders Anneka Kindler and Ken Fay. 

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

  1. Welcome/Norms Jerelyn welcomed guests. She called attention to the Board’s communication norms, which are in the Board packet and are provided to guests.
  2. Shareholder Input 
    1. Board guests introduced themselves. Anneke has been a member since 2002. She is here to get a sense of how the Board works and possibly offer her services to the Board in light of the vacancies. Ken is a newer member interested in the inner workings of the Co-op. Judy will be in touch with them in her capacity as Chair of the Board Member Recruitment Committee. Jerelyn let them know to save up any questions they may have and send them to the Board Administrator.
    2. Note: While the packet this month does not include the monthly wrap-up of shareholder feedback, we continue to pay attention to feedback carefully.
  3. Board Minutes: Michele moved, and Judy seconded, to approve the June 2022 minutes. Discussion: These look great. The motion carried unanimously.
  4. Cost of Governance Policy Change 
    1. Jerelyn noted that when the Board approved the monitoring report for policy D.4 – Asset Protection in June, the suggestion had come up that one of the policy’s provisions was a better fit for policy D.9 – Board Relationship to Shareholders. She noted that having a new GM is a great opportunity for us to look at our policies and make any simple adjustments during the Board meetings without necessarily moving it off to a committee. [Note: A memo dated July 11 summarized this proposal; this memo will be added to the packet retroactively.]
    2.  Judy moved and Denise seconded that Board Policy D.4.1.3 (“Outreach will occur as needed to link to the Board to shareholder viewpoints and values”) be moved to Policy D.9 as D.9.1.1. Discussion: This makes sense.
    3. The motion carried unanimously.
  5. GM Monitoring Reports
    1. Judy moved and Denise seconded that the Board approve the monitoring report for B.4 Asset Protection. Discussion: Lee had commented that the scope of Policy 4.3 (“The GM shall not allow for] lack of due diligence in contracts and real estate acquisitions”) was unclear to him. He stated that he just needed a conversation with the Board to get clarity, not a revision to the policy itself. The discussion touched on what types of contracts the Co-op engages in (supply agreements to purchase products, equipment servicing, the lease of the transportation center when we had Dottie’s…), and that even with due diligence, unsatisfactory outcomes can still occur.
    2. Conclusion: Lee will flesh out this part of the report and bring it back to the Board in August. 
  6. Updates to Asset Protection and Shareholders Policies 
    1. Jerelyn introduced these proposed changes by noting that as Lee has pointed out in his monitoring report, some assets are intangible, such as our reputation, which is influenced by social media. Our policies need to be updated accordingly. In addition, some of B.4’s provisions are already handled within other policies. Proposed changes to B.4 – Asset Protection and B.6 – Shareholders are summarized in a memo from the Board Administrator to the Board dated July 7 [note: packet to be updated retroactively on Board website to include this memo]. 
    2. Judy moved, and Denise seconded, that policies B.5 – Asset Protection and B.6 – Shareholders be updated in keeping with the July 7 memo. Discussion: none. 
    3. The motion carried unanimously. 
  7. GM Monitoring Report 
    1. Jerelyn noted that we’re monitoring policy B.7 – Communication to the Board a couple of times during Lee’s first year. 
    2. Denise moved and Michele seconded that the Board accept the monitoring report for B.7 Communication to Board. Discussion: Lee noted that he has included within his interpretation statement, that a material change worthy of being communicated to the Board includes “conditions that result in a significant deviation from or inability to meet the stated Ends policies”. No concerns were expressed about the interpretation statements or compliance data.
    3. The motion carried unanimously. 
    4. [NOTE: packet incorrectly states that the last time this policy was monitored was August ’21; it was January 2021]. 
  8. Board Monitoring Reports 
    1. Michele moved and Judy seconded that the Board approve the monitoring report for D.9 Board Relationship to Shareholders.
    2. Discussion touched on the difficulty of determining the values and needs of 8,500 shareholders, particularly given that only a small percentage of them are willing and/or able to engage with the Board at the Annual Meeting or at tabling events; also, those shareholders may not be representative of the wider shareholder base. Perhaps knowing the demographics of the Brattleboro region, and where our shareholders live (either within that region or elsewhere) is a good starting point. This could certainly inform where and how to tell our story, particularly to those who do NOT shop here (reminder: these were the intended audience for last year’s Community/ Shareholder Engagement Committee survey). From Lee’s operational perspective, we need to have a larger conversation about the appropriate use of shareholder data – as captured by purchase history, rather than surveys – in (for example) generating targeted coupons. Ultimately, we can put what we see as our values out front and center, and then be responsive to any feedback. Note: new since last year – you can become a shareholder by signing up online now.
    3. The motion carried unanimously.[John Hatton entered the meeting.] 
  9. Updates to D.2 – Board Meetings Policy 
    1. Michele moved, and Judy seconded, to update policy D.2 – Board Meetings in accordance with the proposal contained in the Board packet.
    2. Discussion: The motion was revised to include a restatement of provision D.2.3 to read as follows:
      The agenda is set by the Board President in consultation with the General Manager and includes “Shareholder input on issues.” Any Director may propose adding or deleting items prior to the meeting, or at the meeting via a motion. 
    3. The motion carried unanimously.
  10. GM Updates Lee shared updates since the packet went out. 
    1. We will not be participating in the grilled cheese event, as it requires an additional insurance rider, as well as the ability to grill off-site, but we are working on being able to do offsite events going forward. We’re aiming for a zydeco festival in August.
    2. Lee has been engaging with the Retreat Farm, which aims to be a community anchor; we are looking hard at what a collaboration might look like. 
    3. The staff survey is still open through this week; so far we have about 40% participation. The union has endorsed it. We are not chasing down people asking them to fill it out as that has been a bone of contention in the past. 
    4. We’ve done two Manager Trainings: a relaunch of loss prevention strategies, and guidelines/ expectations for the Manager on Duty (MOD). We have made substantive changes: the MOD is to be the last one out, setting the alarm, and assisting with closing duties. 
    5. E. We will have a presence at the Connecticut River Conservancy’s Riverfest via financial sponsorship and an activity booth. This is in August. 
  11. Strategic Conversation 
    1. Jerelyn asked the Board to consider what it is it about being a co-op that adds value to the community. She stated that the better we understand this as a Board, and the more facile we are in articulating it, the more that can reverberate through what we write, and our communications and conversations. 
    2. The discussion touched on the following:
      1. We do a great job partnering with local farms/producers and supporting local causes, and we are a great place to work. But our competitors can (and do) say the same: we are not alone in supporting community initiatives or selling locally-made food. 
      2. Co-ops are about ownership and local democracy and having a voice: one share, one vote. 
      3. But that may not particularly resonate with many of our shareholders in this day and age. So the question is, how do we fire them up about that? What does resonate with them? Given that you can now buy organic etc. food anywhere, how do we take the message of “we are a place for you to have a voice in a community anchor in your community”, and make that relevant to the next generation? Particularly in our era of the 30-second attention span? 
      4. Our role as a resiliency hub in the coming decades is compelling. 
      5. And we also need to wrestle with who doesn’t feel welcome at the Co-op, and how do we understand and address that? 
    3. Next steps:
      1. Jerelyn suggested that Board members think about how these thoughts could translate into Food for Thought pieces. What would we say to our membership about the value that our Co-op provides, whether it’s because we are a co-op or not? 
      2. She will be finding ways for future agendas to include time for additional conversations on this. 
      3. She is also thinking of hosting a gathering of board members from other organizations in town to get to know one another. 
      4. Michele recommended that Turning Point might be a good place for us to get more information about the population they serve (homeless, substance abuse) and the services they offer (training in de-escalation and non-violent communication). 
  12. Board Committees 
    1. Board Member Recruitment. Judy stated that we’ll be tabling at Gallery Walk through October; Sarah will reach out about availability. The idea for a panel discussion might best be handled via recorded (or transcribed) individual conversations, instead: see Judy if you have ideas or preferences for how to proceed. The upcoming coffee hours (July 21 and August 30) could be an ongoing thing that gradually gets traction; please reach out to your networks and encourage people to come. 
    2. Community and Shareholder Engagement: No news aside from what was in the packet. 
    3. Annual meeting may be moved to earlier in the year so that it can be held outdoors. 
  13. What Would You Tell a Shareholder? Board members and guests shared what they would tell a shareholder about this meeting. These comments are shared in the staff newsletter and in Food for Thought. 
  14. Meeting Closing: Board members shared their responses to the question “how did the meeting go for you”. The meeting was adjourned at 7:32 pm.

    Respectfully submitted,

    Sarah Brennan, Board Administrator

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