Board of Directors Meeting Minutes: April 2021

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Brattleboro Food Co-op Board of Directors 

Held via Zoom

Monday, April 5, 2021

Directors Present: Judy Fink, Shanta Lee Gander, Joe Giancarlo, Steffen Gillom, Denise Glover, Beth Neher, Tamara Stenn, Jerelyn Wilson. Staff, Shareholders and Others Present: General Manager Sabine Rhyne, Store Manager Whitney Field, Marketing and Community Relations Manager Jon Megas-Russell (partial), Board Administrator Sarah Brennan. Shareholders: Sheila Adams, Lili Cappello, Kathy Carr, John Hatton, and Michael Wells.

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

  1. Agenda Review: There were no proposed changes to the agenda. 
  2. Approval of Minutes: Denise moved and Judy seconded to accept the minutes of the March 1, 2021 meeting. The motion to accept the minutes with some minor edits carried unanimously. 
  3. Shareholder Input: No discussion, aside from noting that that people are beginning to spend more time in their shopping trips now. Sabine agreed, adding that curbside orders are tailing off as well. 
  4. 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 has been increased to ten pickup slots per day. Discussion highlights:
    1. Whetstone Foot Bridge: The crack hasn’t widened since Sabine wrote the GM update; there is no news from the Town of Brattleboro on next steps or timing. 
    2. Changes to Charts: Sales charts now include a line for 2019 to give additional context, given the flukiness of this time of year, 2020. Labor percentages are now shown in chart form as well. 
    3. Commitment to Community (C to C) Program: We are revamping this program to be more robust and allow for greater accountability, ensuring that shareholders are appropriately supported, and that they are actually providing the assistance needed. We are piloting it with a few food security and BIPOC-focused organizations. We expect to get useful feedback on the process of becoming a C to C organizational partner, and we’ll add more organizations as we work out the kinks. With this revamp, shareholders will be able to get a full year’s worth (instead of just four months’ worth) of discount through volunteering in the community. Note: City Market’s shareholders contribute over 1,000 hours/month to over 25 organizations. Send Jon any ideas for organizations to involve as partners.
    4. Outdoor Improvements: The artist who did the original café patio mural is coordinating a project to repaint it using Groundworks volunteers. We’ll be breaking ground soon on the café herb garden, and expect Edible Brattleboro to continue their work in the brook side of the parking lot. There is a task sheet at Shareholder Services for anyone wanting to assist via raking, weeding, etc. 
    5. Curbside: Curbside orders are down, but we will continue to invest in the Mercato online ordering system. 
  5. Proposal for multi-year DEI training: Sabine stated that this project would be kicked off Q4 of this year, and come to a recharging point in September 2022, which could be good time for listening sessions (which could dovetail nicely with the work of the community engagement committee). Discussion highlights:
    1. Acronyms: JEDI = justice, equity, diversity, inclusion. We haven’t committed to using this term. 
    2. How do we ensure that we live the principles of this training? Sabine anticipates this work to be ongoing for years, because it is about changing culture. It will involve the community as well as staff, management, and the Board. A leadership team tasked with oversight would include members of each of these layers. Steffen noted that the approach used is a “grounded theory” model in which participants both create and implement initiatives/solutions. 
    3. Metrics: What do we need to see, to verify that this is making progress in the right direction? What will tell us we’ve moved in the right direction vs needing to reassess? 
    4. Budget: The Board will consider what portion of their FY22 training/development budget to allocate to this proposal when it approves its own budget (happening at the May meeting). 
    5. Next steps: Tabitha working on a more detailed workplan. There will be opportunities to pose questions and to integrate desires/concerns into the process at multiple points along the way. Send questions to Sabine at any time. She will be following up with Tabitha soon. 
    6. Overall sentiment: Several Board members expressed enthusiasm both for the proposal and Tabitha. 
  6. GM Monitoring Reports: Tamara moved, and Denise seconded to accept the Monitoring Report for QII 8 Conflict of Interest. No concerns were expressed about either the interpretation statement or compliance data. The motion carried unanimously. 
  7. Board Monitoring Reports: 
    1. Steffen provided some context for why the policies being monitored this month exist: Policy QIV 1 – Board Duties ensures that the Board stays conceptually and practically on the right path, respecting the delicate balance we have to carry out our values and ends, without delving into micromanagement. The policy ensures that no one party or committee usurps the Board’s process in its quest to be accountable. He noted that different visions can lead to different values when it comes to determining where the Board ends and administration (staff) begins. Continued training is essential to help us sharpen our interpretation of how we work, to lessen potential conflict.
    2. Beth moved, and Joe/Denise seconded to accept the Monitoring Report for QIV 1 – Board Duties. Discussion highlights: How do our policies reflect any new Ends we might develop? Sabine noted that the Ends themselves are monitored once a year. Aside from that, every time a policy is monitored is an opportunity to review and update it to make sure it’s still in line with our Ends. Beth noted that the Ends Task Force has gotten input from Sabine on its work so far, and will be bringing a draft to the Board for approval. At some point, the Ends task force will have to go through all Board policies with the new ends in mind. The May Food for Thought Board article could focus on this work. The motion carried unanimously. 
  8. Preparation for Upcoming Monitoring: Jerelyn called members attention to policies being monitored next month. Discussion: Tamara will organize an optional work session to review the quarterly financials a few days before the May Board meeting. We do not have guidance documents on what “relaxed version of Robert’s Rules” means.
  9. Board Budget The Board will be approving its budget at the May meeting. Discussion highlights:
    1. Unused funds: Due to the pandemic, we did not spend our full FY21 budget. Unspent FY21 funds are used towards improving the Co-op’s bottom line, simply not expensed; this is the General Manager’s purview.
    2. Professional Development: In May, the Board will need to decide how much of its own training budget to allocate to the DEI project referred to above. There is an opportunity as well for nuanced professional development to help the Board live its values.
    3. Employees: How can the Board support employees, who have been through a lot over the past year, while staying within the parameters of the Board’s responsibilities? Sabine stated that she will do what she can to acknowledge and appreciate employees, in the context of some unknowns (such as the Whetstone foot bridge) that will affect our end of year financial situation.
    4. Values: The Board’s values find expression in the Ends policy, and Policy QIV 4 – Cost of Governance (monitored in June) itemizes what should be included in the Board’s budget. 
  10. Break Out Groups: On behalf of the Community Engagement committee, Shanta Lee asked participants to reflect on “What does community engagement mean to you?” Three small groups grappled with this, with the following result: 
    1. Our group talked about Dialogue. Crossing Barriers. Mutual Support. Service.
    2. How to approach those unfamiliar or unwilling…Tamara suggested a food-based beginning.
    3. Community engagement – developing relevant methods of engagement that allow the board, the coop, shareholders, employees, to engage with each other and with other community groups
    4. A sense of responsibility for the Co-op’s viability – access for all who want to come and reach out to those who do not feel engaged.
  11. Board Committees: 
    1. Beth moved, and Judy seconded, to approve the charters of the Member Recruitment and Policy and Bylaw committees. Discussion: none. The motion carried unanimously.
    2. Beth moved, and Denise seconded, to approve of the charge of the Ends Ad Hoc Committee. Discussion: none. The motion carried unanimously
    3. Judy moved, and Steffen seconded to approve of the charter of the Community Engagement committee. Discussion: the charter includes the 2021 project description. The name of the committee has change from Shareholder Engagement. The motion carried unanimously.
    4. Judy encouraged Board members to record any people who may be interested in running for the Board on the recruitment log, available via the Elections page of the Board’s website. She will follow up with anyone listed on the log. 
  12. What would you tell a shareholder? Board members shared what they would tell a shareholder about this meeting. These are shared in the staff newsletter and in Food for Thought.
  13. Executive Session: 
    1. At 7:21 pm, Denise moved, and Beth seconded, to enter Executive Session. The motion carried unanimously. All Board members, Sabine, and Sarah were present in Executive Session.
    2. Steffen and Shanta Lee each left during Executive Session.
    3. Beth moved, and Judy seconded to exit Executive Session (time not recorded).
    4. Guest Sheila Adams rejoined the meeting.
    5. Judy stated that the Board is not ready to decide about the newly vacant Board seat (whether to fill it now by appointment, or wait until the November election). 
  14. Meeting Closing: Board members shared what worked well or not so well about the meeting. 

The meeting was adjourned at 8:01 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator