Board of Directors Meeting Minutes: May 2020 |

Brattleboro Food Co-op Board of Directors

Held via Zoom

Monday, May 4, 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; Finance Manager Ken McGee, Board Administrator Sarah Brennan, Shareholders John Hatton and Sheila Adams (UFCW Steward)

The meeting was called to order by President Jerelyn Wilson at 5:24 pm.

Meeting Opening: The meeting opened with introductions and sharing where we each like to walk or run.
Agenda Review: Jerelyn noted that an Executive Session was added to the agenda.
Approval of Minutes: Judy moved to accept the minutes of the April 6, 2020 meeting; Beth seconded. The motion to accept the minutes with no changes passed unanimously.
Shareholder Input: The number of items of feedback for mid-March to mid-April are down because store traffic is down, which is to be expected. Sabine has already heard from three shareholders about the upcoming changes to the discount program to go into effect in July. Their comments will go into a Google sheet of discount-related feedback and will be made accessible to the Board.
GM Report: As of today, we are open to foot traffic Monday – Saturday from 2 pm – 7 pm and (new) Sunday from 9 am – 7 pm. We offer curbside pickup Monday – Saturday (8 – 12 same day and 12 – 2 for next day, except (new) calls received Saturday afternoon are for pickup on Monday).
1. Schedule changes: Sunday curbside sales were low; we expect Sunday in-store shopping will increase soon.
2. A plumbing snafu last Saturday had less of an impact on sales only because curbside orders had pretty much been processed by the time the store had closed.
3. Online sales via the Mercato platform: we are still working through some glitches and issues.
4. Big Picture: The effect of this pandemic on how the business is structured, what changes are needed to our product mix, and how many positions support the whole store, remains to be seen.
5. Union arbitration: we adjusted the schedule to accommodate the results of the arbitration decision; the individual who was laid off is back in their original role.
6. Sales and Labor: Our sales are down significantly. We’re getting quite a bit of product in now compared to three or so weeks ago, so Accounts Payable is leveling out. Labor costs are high. As the state of Vermont opens up more, we’ll need to continue to adjust our open hours and invest in curbside infrastructure (primarily refrigeration capacity, and tablets for picking the orders) via a CFNE loan so we can continue online/curbside. Online ordering will not replace ordering by phone any time soon. Everything in the store would be made available online, including random weight cheese. There is less opportunity to address how to handle substitutions for out of stock items via online ordering. Skye notes that mispicks are an issue with curbside and hopes they would not be with online.
GM Monitoring Report:
1. Skye moved, and Beth seconded, to accept the QII 2 Financial Conditions and Activities Monitoring Report.
2. Discussion: The report period covers panic hoarding, but not the subsequent lockdown-induced drop-off. The projected Q3 loss was consequently less than expected, at only (7K). By now, partway through Q4, we’ve already lost what we gained in Q3. Sabine notes that Q4 will be the bellwether for this fiscal year.
  1. Personnel Expenses: are trending 5 points over budget. Expect personnel/benefits numbers to look wonky in the Q4 due to paid time off being taken. Elder Discounts continue to increase more than we expect. Occupancy expenses were down because planned electrical upgrades to the Deli have been shelved for now. Prepared meals: we’ve started offering some this week.
  2. Flash Report: Our first two quarters were strong this year, and we are reaping the benefit now. Q4 is normally strong in this industry, but with no Memorial Day or graduation parties, this year will likely be different.
  3. Delivery: We aren’t yet well positioned to do a good job with that yet. Ratios: We are heavily leveraged, so any decisions we make now around curbside and online sales must be looked at carefully. Offering these services will help us in the long term.
3. The motion carried unanimously.
Exploratory Conversation: Shelved in the interest of time. Sabine and Skye’s articles about the need to adjust the discount program are good resources for Board members having conversations with shareholders.
Board Perpetuation
1. Judy moved, and Mary seconded, to accept the Board’s Monitoring Report for QIV 2 Board Meetings.
  1. Discussion: Board members shared various meeting prep strategies: reading the packet in several stages, taking notes, and reviewing it again the same day of or even immediately prior to the meeting.
  2. Suggestion from Tamara: send your comments and questions to Jerelyn before the meeting as it will help her get a sense of where the Board is and what to call out in the meeting. The motion carried unanimously.
2. Beth moved, and Denise seconded, to accept the Board’s Monitoring Report for QIV 6 Board Job Products.
  1. Discussion: Nothing substantive. The motion carried unanimously.
3. Upcoming monitoring: the Board reviewed the policies to be monitored in June (note: they were omitted from the packet unintentionally). While June normally includes the GM presenting the 3 year plan to the Board, this is more likely to come in stages, with the budget details being presented in July. The QIV Cost of Governance policy encompasses the Board’s budget: Jerelyn noted that the FY21 Board’s budget will be on the June agenda. Sabine noted that the Annual Meeting this year will need to happen differently than it has in the past, which has implications for both the Board’s budget and the overall Co-op budget as well. There will need to be offline conversations with Marketing during May about this.
Board Committees/Ends Task Force
1. Policies and Bylaws: The packet included several proposed changes to Bylaws:
  1. Skye moved, and Beth seconded, that the Board recommend for shareholder approval the changes proposed to Bylaw Section 1.3 as outlined in the packet.
    - Discussion: nothing substantive. The motion carried unanimously.
  2. Skye moved, and Grace seconded, that the Board recommend for shareholder approval the changes proposed to Bylaw Section 1.4 as outlined in the packet. Discussion: Including the address of the organization might be legally required – more research is needed. If it isn’t, might we consider including a statement about what the geographical service area of the Co-op is? The motion failed unanimously. The Policy and Bylaws Committee will follow up.
  3. Skye moved, and Denise seconded, that the Board recommend for shareholder approval the changes proposed to Bylaw Section 2.1 – Eligibility as presented in the packet.
    - Discussion: Jerelyn noted that we already violate this bylaw inasmuch as we have some shareholders that don’t meet the existing criteria. After some additional wordsmithing, the Board voted to approve the following:ARTICLE 2. SHAREHOLDER STATUS
      Section 2.1 – Eligibility. Shareholder status in the Co-op shall be voluntary and open to any person or organization that is in accord with the Co-op’s purpose and mission, will use its services and is willing to accept the responsibilities of shareholder status.
    - The motion carried unanimously.
  4. Skye moved, and Beth seconded, that the Board recommend for shareholder approval the changes proposed to Bylaw Section 2.2 – Admission as presented in the packet. Discussion: while one of the proposed changes is intended to result in this section being consistent with section 2.1, there is uncertainty about the implications. Sabine noted that the purpose of this section is to make it possible for shareholders, including institutional shareholders like other co-ops, to loan the Co-op money. The Board agreed via consensus to table this.
  5. Other proposed bylaw changes: In the interest of time, Jerelyn stated that these would be taken up at the next Board meeting.
2. Member Recruitment Committee: Grace will work with the Ends Committee to ensure that any equity/ inclusion statement be folded into their work. Beth requested that incumbent Board members notify Mary if they intend to run for the Board again this fall. Interested candidates will be encouraged to attend an upcoming Board meeting.
3. Shareholder Engagement Committee: The committee can assist in publicizing efforts to support staff via gift cards, donating Board shareholder hours to staff, and subsidizing membership for staff who are not yet members. The Committee will follow up with Sabine.
4. Ends Committee: The committee is working on the mission and purpose statements, which are part of our bylaws; their work will need to be coordinated with the Policy and Bylaws Committee. The committee anticipates having focus groups provide input/feedback to changes to the Ends Policies.
5. Reminders: Denise has completed her June FFT article; Grace is preparing for the July issue. Online financial training for Boards starts up tomorrow.
What Would You Tell a Shareholder: Board members shared what they would tell a shareholder about this meeting.
Executive Session: At 8:08, Beth moved, and Judy seconded, to enter Executive Session for the purpose of discussing a specific business path. The motion carried unanimously. Board members, Sabine and Sarah were present during Executive Session. At 8:29 pm, Tamara moved, and Grace seconded, to exit Executive Session. The motion carried unanimously.
Meeting Closing. Board members shared what worked well and not so well during this meeting which ran an hour longer than normal and did not include a dinner break. Future adjustments may need to be made.