Board of Directors Meeting Minutes: April 2020 |

Brattleboro Food Co-op Board of Directors

Held via Zoom

Monday, April 6, 2020

Directors Present: Mark Adams, Mary Bené, Judy Fink, Denise Glover, Grace Koch, Skye Morse, Beth Neher, Tamara Stenn, Jerelyn Wilson. Staff, Shareholders and Others Present: General Manager Sabine Rhyne; Board Administrator Sarah Brennan, Shareholders and UFCW Stewards Sheila Adams and Donna Lee Amerman, Shareholder John Hatton (stayed through the GM report).

The meeting was called to order by President Jerelyn Wilson at 5:15 pm.

Meeting Opening: The meeting opened with introductions and sharing our favorite signs of spring. Jerelyn welcomed Mark Adams, a Co-op employee who was appointed by the Board on March 16 to fill the seat vacated by Anna Edson. His term will end with this November’s elections, at which point he can stand for election. Beth will serve as his mentor.
Agenda Review: No changes were proposed.
Approval of Minutes: Beth moved to accept the minutes of the March 2, 2020 meeting; Judy seconded. The motion to accept the minutes with minor edits passed unanimously.
GM Report and Shareholder Feedback: Sabine has been updating Board members via email periodically over the past month to inform them of recent changes to our hours and service. As of today, we are open to foot traffic from 2 pm – 7 pm daily, and offer curbside pickup (8 – 12 same day and 12 – 2 for next day).
1. New developments: We’re moving forward with a 3^rd party online ordering platform. It provides images and detailed product information for those items we upload into it. We may launch as soon as the end of next week. It will cost a few thousand dollars and entails collaboration with our point of sale vendor. We’ll need to manage the transition carefully: we wish to avoid being overloaded with orders without having communicated expectations, or scheduled labor to fill the orders. We still need to sort out how to handle pre-packed bulk items online.
2. Sales and Labor: 25% to 32% of recent sales have been via curbside orders. Labor costs are up. The deli/kitchen staff have been reassigned to curbside pickup roles. The 2 – 7 shift requires staffing in the Front End, Bulk, and Produce. We’re paying hero pay for those working in the store. We’re at the beginning of financial analysis to see how to sustain this going forward. We’re encouraged by some of the numbers so far. We are not working with a full staff: some are home pursuant to FMLA (Family Medical Leave Act), some are unwilling to come in and are taking paid time off, and some are working remotely. Many staff have had their hours reduced. No manager has had two days off in a row since this started and some haven’t had any days off. Thus far, we have not had to furlough anybody. That may be an issue going forward. We’re applying for federal PPP (paycheck protection program) assistance through the U.S. SBA (Small Business Administration).
3. Shareholder Feedback and Communication: Feedback has been incredibly positive overall, with a few exceptions here and there. We still have some work to do around limiting access to the store: we have to police it. Our position on “senior-only hours” is that we encourage curbside pickup instead. The wait time for in-store shopping is short, with the exception of the first hour from 2 – 3. Board members can assist by monitoring the entrance during open hours and communicating about how to shop safely – particularly on Fridays and weekends. This will free up Sabine to provide more broad communication about what’s going on behind the scenes at the Co-op. She or Sarah will send a sign-up sheet around.
4. Diversity/Equity/Inclusion (DEI): We have had to reschedule all the training with LaDonna Sanders Redmond. That will probably get pushed to July or August. The “White Fragility” discussion group has also been postponed for now.
5. Contract negotiations: We have worked with the Union to extend the current contract until the end of September. Interest Based Bargaining training has been put off until July. Negotiations would begin after that training.
6. Discount Proposal: Sabine has not had the opportunity to revisit her initial plan, presented to the Board at the March meeting. Recent events have strengthened her resolve to adjust the discount programs. Skye’s May Food for Thought article will leverage what’s happening right now with the pandemic and all of the adjustments we’ve had to make, relative to the shift in the discount proposal. Mary requests that the article acknowledge the plight of those challenged economically by the pandemic. Note: the May issue will come out online instead of in print as had been the original plan.
7. Financials: Note: we did not do a physical inventory at the end of Q3 (March 29) because the inventory company canceled on us. We will have to fix some margin issues at the end of the fiscal year, instead. While we were above average for the quarter due to panic buying, the current sales/labor trajectory does not bode well for the coming quarter. As to the cash graph, which shows a recent temporary (panic-buying-related) spike of over $700K in cash, Ken’s recommendation is to “frame it”.
CFNE/SBA Assistance:
1. Skye moved, and Tamara seconded, to authorize the BFC to apply for support from the Cooperative Fund of New England’s “Emergency Cooperative Enterprise Relief Loan Program”, and to designate General Manager Sabine Rhyne to serve as the BFC’s authorized representative in all related matters. Discussion: This is in the event we need to apply for a loan. We don’t want to take on further debt if we don’t have to. The motion carried unanimously.
2. Skye moved, and Beth seconded, to authorize General Manager Sabine Rhyne to apply for any assistance through the U.S. Small Business Administration that may be needed to support the Brattleboro Food Co-op in relation to the COVID-19 pandemic. Discussion: none. The motion carried unanimously.
GM Monitoring Reports:
1. Beth moved, and Denise seconded, to accept the QII 5 Continued Operations Monitoring Report. Discussion: The IT manager does not serve on the Core Team, but reports directly to the General Manager. “Employee Services” is Human Resources. Managers are good about sharing the location of important information. The motion carried unanimously.
2. Mary moved, and Grace seconded, to accept the QII 7 Communication to the Board Monitoring Report. Discussion: Jerelyn urged Board members to read NCG’s quarterly “Board Bulletins”, which are emailed to Board members (they are also archived on the Board’s website). The “Annual Participation Report” shows where our co-op stacks up with respect to various markers for financial health and participation with NCG’s various programs. The motion carried unanimously.
3. Denise moved, and Beth seconded, to accept the QII 8 Conflict of Interest Monitoring Report. There was no substantive discussion. The motion carried unanimously.
Exploratory Conversation: Jerelyn divided all meeting participants into small groups; the members of of each group spent 10 minutes sharing their reactions and key learnings about “White Fragility” by Robin DiAngelo. Jerelyn encouraged Board members to further their engagement with this material with one another.
Board Perpetuation
1. Board Monitoring Report: Judy moved, and Beth seconded, to accept the Board’s Monitoring Report for QIV 1 Board Duties. Discussion: We hope to get DEI training, and training via the Columinate Co-op Cafés back on track once the COVID-19 situation calms down. The motion carried unanimously.
2. Policy Manual Excerpts: In preparation for the May meeting, the Board reviewed the policies to be monitored. Comments: Policy QIV 2 states that the Board can choose to have an executive session with no participants other than Board members, and can also choose to include whomever they wish. In QIV 6, “shared vision” refers primarily to our Ends Policies, but also to other long-range planning documents, some of which are located on the Board’s website.
3. Board Budget: The Board reviewed the FY20 budget. The goal is to provide input into the FY21 budget, which will be developed over the next month. Discussion: In light of current events, the next Annual Meeting should be celebratory in nature and allow for people to interact with one another. As to Board Development: we should emphasize some half- to full-day DEI training in Q2 or Q3. We will also have new board member(s) to train up in Q3. The Annual Report merits a conversation with Jon Megas-Russell.
Board Committees/Ends Task Force
1. Policies and Bylaws: The committee met three times, two of which are documented in the packet. They are plugging away through the bylaws and hope to have a set of recommended changes to present to the shareholder for their approval this November. This will need to be promoted in the August Food for Thought. They will have some examples of proposed changes at the May Board meeting. It was suggested that Board members receive “Bylaws 101” training.
2. Shareholder Engagement: In light of the COVID-19 pandemic, the committee wants to focus its efforts on supporting the Co-op in any material way possible. Sabine suggested keeping an eye on setting the tone for our 45^th anniversary celebration(s) and/or annual meeting.
3. Ends Task Force: Met twice in March. The Task Force is recommending that the Board establish a committee to revamp the Co-op’s mission statement, which is currently part of the bylaws, and to revamp the Ends Policies to better reflect where we are as a co-op now. The Task Force also found that our Ends reflect the 7 Cooperative Principles well, but not completely, and recommends that the committee use the lens of accountability in reworking the Ends; this will streamline the work of the GM in reporting back to the Board. If the Board accepts the Task Force’s recommendation that a Committee be formed, it would mark the dissolution of the Task Force. The Board has the authority and responsibility to establish committees, which can include members who are not on the Board. Beth is interested in serving on such a committee, as are Mary, Judy, Denise, Jerelyn, and Mark.
4. Member Recruitment: Grace and Mary will get going on how to recruit board members in an era of social distancing. Mary will follow up with Tristan Roberts, as well as another person who has expressed interest to her.
What Would You Tell a Shareholder and Closing: Board members shared what they would tell a shareholder about this meeting, and also shared their impressions of the meeting itself.