Board of Directors Meeting Minutes: September 2020

Brattleboro Food Co-op Board of Directors 

Held via Zoom

Monday, September 14, 2020

Directors Present: Mark Adams, Judy Fink, Denise Glover, Skye Morse, Beth Neher, Tamara Stenn, Jerelyn Wilson. Directors Absent: Mary Bené, Grace Koch. Staff, Shareholders and Others Present: General Manager Sabine Rhyne; Board Administrator Sarah Brennan; Employee Services Manager Gretchen Magnuson; Shareholders and Union Stewards Sheila Adams, Donna Lee Amerman, and Kathy Carr; Shareholders John Hatton, Shanta Lee Gander, Joe Little, and Joe Giancarlo.

The meeting was called to order by President Jerelyn Wilson at 5:15. Guests introduced themselves. 

1. Agenda Review:  No changes to the agenda were made. 
2. Approval of Minutes: Judy moved to accept the minutes of the August 3, 2020 meeting; Beth seconded. The motion to accept the minutes with a variety of copy edits passed unanimously. 
3. GM Update: We are currently open to foot traffic Monday – Sunday from 9 am – 7 pm. We offer next day curbside  pickup Monday – Friday from 7 – 10; calls received Friday are for pickup on Monday. Online ordering is currently limited to six pickup slots per day. Discussion focused on the following: 
   1. COVID: We have had staff members being tested and/or quarantined due to presumed exposure to others who have tested positive, but so far, we are not aware of any staff members having tested positive for the virus. We have been extremely lucky. 
   2. Labor Costs: Budgeted labor to sales was high compared to what we would have liked, but it’s coming in great now. Hopefully this will continue. The downside is that staff are tired from covering for one another’s absences. Hopefully some new hires will ease the situation. 
   3. Curbside and Online Sales: Currently, curbside sales account for 1 to 2% of sales. As we make improvements to the online system by adding more products, we believe we’ll see that online sales grow quite a bit. 
   4. Cash: Expect a decrease in cash as we purchase holiday inventory.
4. GM Monitoring Reports 

   Skye moved, and Judy seconded, to approve the monitoring report for QII 3 Relationship to Employees. Discussion highlights included the following:

   1. Interpretation statement: Sabine confirmed that “equitable” in this case means “fairly, impartially, and not selectively”. It may be worth examining the policy to ensure that is the definition intended.

      Compliance data. “The preparation of personnel information for the negotiation process and the transition to new human resources management has continued to refine the existing job descriptions and job categories, while we work on new ways of doing business that will change things still further.” Sabine confirmed that “new ways of doing business” in the above text, excerpted from her report, refers in part to online and curbside offerings.
      
      Board members stated that the data presented was informative and relevant. 

   2. The staff response rate to the employee survey – too low to allow for the results to be statistically valid – is disappointing. Factors might include the difficulty of the pandemic, the fact that we are in contract negotiations, or lingering distrust from how the last employee survey was both administered and debriefed. Several Board members stated that they feel it is important that they understand the staff’s relationship to the Co-op.

      The motion carried with one abstention (Tamara).
      Beth moved, and Denise seconded, to approve the monitoring report for QII 6 Shareholders. Discussion highlights: 

   3. Interpretation statement: No concerns were expressed. 
   4. Compliance data: Judy stated that the data are comprehensive and that we are moving in the right direction.
   5. Jerelyn noted that shareholder engagement is a key part of the Board’s responsibility. The Shareholder Engagement Committee will continue to work with staff on increasing the level of engagement with shoppers who become shareholders. 
      1. The shopper survey data was included as an addendum to respond to the Board’s interest in our shareholders’ demographics. 
      2. Both Mark and Denise report an increase in shoppers asking about how to become shareholders; more messaging about different ways to get shareholder hours during the pandemic would be helpful.
      3. Shopper Survey: The decrease in immediate neighbors shopping: this may be a pre-COVID concern about the Whetstone Pathway situation.

         The motion carried unanimously.

5. Breakout Groups: Board members and guests were divided into groups of three to consider the questions “what is it that makes you feel welcome at the coop and what might make you, or someone else, feel not welcome.” Some highlights of the discussion:
   1. What makes some people feel welcome may be what makes another feel unwelcome, whether that is “the natural foods store smell”, or the apparent friendliness between/among staff and other shoppers (for every conversation a staff member has with a customer, another customer might feel excluded).
   2. Welcoming aspects: Being greeted, plain and simple, and by name, in particular (such as after having provided a shareholder number at the register). Finding the products you want, at a price you can afford.
   3. Unwelcome features: Non-verbal cues: “the sideways glance, someone walking past and turning their eyes down.” 
   4. Having a greeter at the door. Consistent friendliness from staff, especially Front End staff.
6. Preparation for Upcoming Monitoring: Jerelyn called Board members’ attention to the policies to be monitored in September: QIV 3 Board Member Code of Conduct and QIV 11 Board Audit Requirements. With respect to the latter, we hire a CPA every year to review our financial statements. Board members will be receiving this in both email and hard copy. Board members with questions were advised to consult their mentor, Jerelyn, Judy, or Beth. 
7. Board Committees:  
   1. Shareholder Engagement: 
   2. Board members expressed interest in continuing to table over the coming months. 
   3. Mark your calendars for the Annual Meeting to be held 11/11 from 5:30 to 7:30; Board members are expected to attend. 
   4. Member Recruitment
   5. As is described in the memo in the packet, one of the open Board seats will need to be made for two years in order to bring the Board into compliance with the bylaw calling for staggered terms. With Grace stepping down at the conclusion of this meeting, should the Board hold her seat open until the November election, the remainder of her term would also effectively constitute a two-year term. Thus, there would be four open seats: two for two years, and two for three years. This will be made clear on the ballot. 
   6. Right now we have the potential for four candidates: Mark Adams, Steffen Gillom, and potentially guests Joe Little and Joe Giancarlo . Board members are available for questions or comments
8. Policy and Bylaws:
   1. Background: Beth explained that in May, the Board approved of having the Bylaws Section 1 refer to the Cooperative Principles (via including a link to the ICA’s “Statement of Cooperative Principles”), rather than restating them explicitly. Since then, while working on separating the mission statement from the purpose statement, the Ends Committee has concluded that including the Mission Statement in the Bylaws is inappropriate: it informs our Ends, and belongs with Policies. 
   2. Beth noted that our Columinate consultant, Thane, asked why we would put our mission statement in the bylaws, since it evolves and changes over time: , does it need to go before the shareholders for a vote every single time we have a look at it?
   3. By removing the mission statement from the Bylaws, we will simplify our purpose. We would develop a mission statement that sets the context for our Ends. By putting the Mission Statement into Policies, we can make necessary changes as we need to.

      Motion: Beth moved that we put a link to the ICA Statement of Cooperative Principles in Section 1.2 (“Purpose”) that allows shareholders to click on and read the Cooperative Principles, instead of having Section 1.3. Denise seconded the motion. [Note: as this pertains to bylaws, this vote is to recommend these changes for shareholder approval.]

   4. Discussion: 
      • The ICA last revised the cooperative principles in 1995; they have been considered and discussed since then. We need to ensure that we have multiple ways to communicate with shareholders what the Cooperative Principles are; they are included in new shareholder packets and are posted in the store. 

• • • Bylaws lay out the organization’s structure and the responsibilities of the people involved. Bylaws are not the appropriate place for policies. We should move the mission statement because it belongs with policy: it doesn’t belong with bylaws. layout or structure. 
    • How this is presented to shareholders is crucial: the amount of crossed out text in the proposed change looks bad. It’s important to make clear that we are not abandoning our mission: we are just moving it to a more appropriate document. We’re not trying to dismantle the underpinning of our organization and belief structure.

      The motion carried unanimously.

REMINDERS: Annual Meeting 11/11; the November Food for Thought article will focus on our 45th anniversary and will be written by longtime shareholder Deb Luskin.  She will interview founding members and others.  If you wish to write something else related to that let Jerelyn know. 

• What Would You Tell a Shareholder? Board members shared what they would tell a shareholder about the meeting. 

• Executive Session: There are two items to be taken up: how to handle the vacant Board seat (Grace is stepping down), and addressing a point of clarification regarding the GM compensation package. In preparation for Executive Session, all guests exited the meeting.  

1. At 7:25, Beth moved for the Board to go into executive session and Tamara seconded. At 7:41, Mark moved for us to come out of executive session and Beth seconded.
2. Beth made a motion to leave Grace’s seat open until it can be filled during the Board elections in November. Judy seconded. The motion carried unanimously.
3. After the Board shared what went well or not so well at the meeting, the meeting was adjourned at 7:45 pm.