Board of Directors Meeting Minutes: November 2020 |

Brattleboro Food Co-op Board of Directors

Held via Zoom

Monday, November 2, 2020

Directors Present: Mark Adams, Judy Fink, Denise Glover, Skye Morse, Beth Neher, Tamara Stenn, Jerelyn Wilson. Note: Mary Bené stepped down in October. Staff, Shareholders and Others Present: General Manager Sabine Rhyne; Finance Manager Ken McGee, Board Administrator Sarah Brennan; Shareholders Davida Bagatelle, Joe Giancarlo, and John Hatton.

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

Agenda Review:
1. Jerelyn noted that Mary Bené, whose seat expires this fall, stepped off the Board in October.
2. Judy moved, and Denise seconded, to leave her seat open for the 11/11 election. The motion carried unanimously.
Approval of Minutes: Beth moved to accept the minutes of the October 5, 2020 meeting; Judy seconded. The motion to accept the minutes with no changes passed unanimously.
Shareholder Input:
1. Guests were invited to share comments or questions. Reusable containers – provided they are not the type you eat or drink out of – will be accepted again soon in Bulk. We haven’t been carrying bulk soap because it didn’t sell well, but we’ll look into that. Skye has heard from several shareholders that the new pavers in the parking lot look great.
2. Jon Megas-Russell’s monthly feedback stats were reviewed.
3. Board members expressed appreciation for Sabine’s communication with shoppers concerned about Dottie’s being folded into the Main Store.
GM Update: We are currently open to foot traffic Monday – Sunday from 9 am – 8 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: A staff member tested positive as the result of a trip away to visit family. They have not been in the store since being exposed, so there is no danger to our store or staff. It is a visceral reminder that we have to stay vigilant, particularly over the holidays.
2. Contract Negotiations: We are currently discussing the compensation package. We hope to finish before the holidays.
3. Bulk reset/Dottie’s: The expense is due to purchasing many new gravity bins and the brackets they rest in. We are reusing shelving from Dottie’s as well. We are adding new products in 52 categories throughout the store to appeal to budget shoppers. These items will be flagged with the Dottie’s logo to call attention to them. There will be a door in the freezer dedicated to Dottie’s items, but Dottie’s items in the cooler will be distributed alongside regular items.
4. Cash: We’ll be using up a lot of the recent cash build-up by early January. Our CPA will be applying for PPP loan forgiveness on our behalf, and we hope to hear back sometime during this fiscal year.
GM Monitoring Reports
1. Judy moved, and Skye seconded, to approve the monitoring report for Q1 Ends. Discussion highlights:
  1. END #1: No concerns were expressed about the interpretation statement or compliance data. Discussion: Price Comparisons: For some departments, these are tricky because it’s not always an apples-to-apples comparison, but the data is still useful for monitoring trends. Low prices may or may not correlate to good sales: for example, our Dairy and Frozen prices aren’t the lowest in town, but our sales are so brisk that we can’t keep everything in stock. Gross Margin: Lowering this is a function of category management: having the right mix of different products at different price points. We also have opportunities to gain efficiencies in how we manage product in the back room.
  2. END #2: No concerns were expressed with the interpretation statement or compliance data. Discussion: We are actively looking for health and beauty products for POC. Our shareholder withdrawals in FY20 were not unusual; they’re typically due to people moving out of the area. The shareholder assistance scholarship is funded through the sale of BFC-branded merchandise and shareholder-made shopping bags.
  3. END #3: Interpretation statement: It was noted that it includes discussion of activities better described in the compliance data section. Discussion focused on the extent to which conclusions can be drawn from the employee survey, which did not have a high enough response rate for the consultant to analyze the results. Going forward, we believe we can obtain employee feedback via mini-surveys administered via the new payroll clock system.
  4. END #4: Compliance data: going forward, there is no need to present data on the cost of electricity and propane – just the amount(s) used.
  5. END #5: Interpretation statement: Two board members commented that it could be rephrased more broadly to focus on more than just fiscal health. One suggestion was “The BFC contributes to the local community in ways that support a local economy”. No concerns were expressed regarding the compliance data presented, except that Fig. 5.1 needs a timeline across the x-axis to make clear that each data point represents one year.
  6. END #6: No concerns expressed with the interpretation statement or compliance data.
  7. END #7: No concerns expressed with the interpretation statement or compliance data. Ethical food alerts are put out by the Marketing department. Examples include farmworker action at Driscoll strawberries, or the impact of palm oil production.
  8. The motion carried unanimously.
2. Beth moved, and Judy seconded, to approve the monitoring report for QII 2 Financial Condition and Activities.
  1. Discussion Highlights: Performance: This quarter, we beat both the Annual Business Plan’s projections as well as last year’s performance. We are being cautious at this point because we don’t know what’s down the road with this pandemic. A/P trade increase: this can fluctuate based on the timing of the report itself; a high number might just be a function of when the mortgage is due. Our payment terms are set by our vendors and vary considerably; UNFI is 21 days. Inventory: This went pretty smoothly; we have found a new vendor to help us with the next one. Liquidity ratios: We have to count shareholder loans as “current” when they are not rolled over. Hoarding: We are not seeing signs of a second wave of hoarding, but we do anticipate some supply issues over the holidays.
  2. The motion carried unanimously
Preparation for Upcoming Monitoring: Jerelyn called Board members’ attention to Policy QIV 8 Board Perpetuation, Election & Orientation of New Members, which will be monitored in December. She stated that if the Board finds that it has not adhered well to this policy’s provisions, it will come up with a plan. She noted that we have some potential board candidates in the wings for 2021.
Board Officer Slate: Jerelyn noted that our policy calls for the Board President to propose an officer slate to be voted on in December. At this time, nobody has stepped forward as Treasurer. Jerelyn hopes to have a full slate ready for next month.
Board Committees:
1. Shareholder Engagement: Current Board members will be introduced at the Annual Meeting shortly after 6 pm; be prepared for your face and/or photo to be shown.
2. Board Member Recruitment: Jerelyn anticipates holding an Executive Session in December to determine how to fill Mary’s newly-open seat.
3. Policy and Bylaws: The ratification vote for the change to the shareholder discount is on the ballot.
4. Ends Ad Hoc: In lieu of the breakout sessions planned for this meeting (but passed over in the interest of time), Beth asked Board members to look at the draft Ends statement in the committee notes. It consolidates our Ends into one comprehensive statement. We’ll spend more time on this in December at our retreat.
What Would You Tell a Shareholder? Board members shared what they would tell a shareholder about the meeting. Reminder: These impressions are shared via Food for Thought and in the staff newsletter.
Meeting Closing:
1. Board members shared what worked well or not so well about the meeting. Having adequate time to go through the Ends report was great, and was made possible by the helpful financial report review last week.
2. Board members thanked Skye for his service on the Board: tonight is his last meeting.
3. The meeting was adjourned at 7:35 pm.