Board of Directors Meeting Minutes: December 2021

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Brattleboro Food Co-op Board of Directors December Meeting

Held via Zoom

Monday, December 6, 2021

Directors Present: Calvin Dame, Nick Dickison, Judy Fink, Denise Glover, John Hatton, Michele Meulendyk, Jerelyn Wilson, Johanna Zalneraitis. Staff, Shareholders, and Others Present: General Manager Sabine Rhyne, Store Manager Whitney Field, Board Administrator Sarah Brennan, shareholder Sheila Adams and Co-op Fund of New England Loan and Outreach Officer Lane Fury.

President Jerelyn Wilson called the meeting to order at 5:12 pm.

  1. Welcome/Norms: Jerelyn acknowledged that this is Sabine’s last board meeting. She welcomed Lane Fury from the Cooperative Fund of New England; Lane is the loan officer for our mortgage and is available to assist us with financial education for our Board. Jerelyn welcomed new Board members Johanna, Michele, Calvin, and John.
  2. Shareholder Input:
    1. For the benefit of new board members as well as guests, Jerelyn stated that guests are here to observe the meeting, not participate; any questions should be directed to the Board Administrator in the “chat” and the Board will respond later.
    2. Sheila Adams asked the Board for a response to the excerpt of an article about policy governance that she had sent to the previous Board. Jerelyn stated that she had passed the article along to the Board at the time, and had not received any response from them. She invited Sheila to send her the article again with a specific question, which Jerelyn would then send to the new Board.
    3. Communication norms. These were read aloud by different Board members; they can be revised at future meetings if needed.
  3. Code of Conduct/Conflicts of Interest: Board members have already signed this, and completed forms (which include any stated conflicts of interest) are available on the “contact info” page of the Board’s website. Board members are encouraged to hold one another accountable for upholding the code of conduct.
  4. Board Officer Slate:
    1. Background: our bylaws state that we must have one, and can have up to two, staff directors, who like other Board members represent the interests of all shareholders. Staff directors can only hold the position of Secretary on the Board. Jerelyn, Judy, and Denise are willing to continue in their respective roles. The Treasurer position is open and John Hatton has indicated he’d be willing to serve if no others step forward.
    2. Nick moved, and Michele seconded, that the Board accepts the proposed board officer slate:
      • Jerelyn as President,
      • Judy as Vice President,
      • Denise as Secretary,
      • and John as Treasurer
        • Discussion: Michele expressed appreciation for Jerelyn’s grace and respect in handling her role. Sabine thanked Jerelyn and Judy for their hard work over the past year. There were no other comments.
          C. The motion carried unanimously.
  5. Additional GM Updates: Sabine offered the following comments to supplement her report in the packet.
    1. The search for our next Human Resources Manager is underway. The outgoing manager, Gretchen, will be back in a few weeks on a part-time basis helping us through the transition.
    2. The process to issue patronage dividends is underway; it involves a lot of behind-the-scenes coordination with both our POS (point of sale) software vendor and a mail service to process the physical mailing of customized letters. After 90 days, any unclaimed dividends will be donated to Groundworks, which provides a wide range of services around housing, food access, and other supporting services to the unhoused.
    3. Sales: we’ve experienced a little flattening of sales numbers over the course of the quarter. We’re in a lull right now, then it will ramp up again. Our current budget update is more ambitious than the annual business plan because we had a fantastic summer (tourists!).
    4. Labor: We’re tracking pretty close to budget, a little low, but doing fine. The Christmas weeks should carry us nicely into what we need to do for the quarter.
    5. Cash: The big spike in Q3 in ’20 is the federal PPP loan, which immediately wiped out all our cash troubles. We had a pretty good performance, so you see a pretty consistent stellar pattern in the cash position. The little dips are due to different things: the gainsharing paid out to employees, the invoice for the walk-in cooler out on the loading dock. We may not need to track this as frequently anymore given our strong position.
  6. Board Monitoring Reports: 
    1. Judy moved, and Denise seconded, that the Board approves the monitoring report for D.8 Board Perpetuation, Election, and Orientation of New Members.
      • Discussion: Sabine described how votes are counted, now that the vast majority of votes are online. Shareholders without ready access to a computer can vote electronically using a booth in the Bulk Department. There were just 12 paper ballots this year; Sabine and Annie in
        Shareholder Services counted them and appended them to the certified results provided by the voting website. The motion carried unanimously.
    2. John moved, and Nick seconded, to add the words “if necessary” after “shall make themselves available” at the end of the first sentence of D.8, subsection 8.2.
      • Discussion: none. The motion carried unanimously.
    3. Preparation for Upcoming Monitoring: Jerelyn called Board members’ attention to the policies to be monitored at the next Board meeting. Policies B.5 and B.7 are GM policies and the January packet will contain reports from Sabine and Whitney. Policies C.1 and C.2 will be monitored via a poll Sarah will send out. New board members will always be able to say “don’t know”. She described each policy in a bit more detail and encouraged new members to consult their mentors in the event of questions.
  7. Board Committees:
    1. Board members should start thinking about which committees they might be interested in joining. Committees typically meet once a month for an hour. This will be taken up in the Board retreat. She shared the following updates on each committee.
    2. Ends: the work of this ad hoc committee is on hold until the new General Manager has their feet under them. When this is taken up again, we’ll begin by reviewing what led us to consider reworking the Ends, to begin with.
    3. Policies and Bylaws: This committee needs to wrap up its review of the Co-op’s bylaws, which has been a focus for the past four years; after that, should the Board feel a change to a policy is necessary, it can either be handled directly within a Board meeting or interested members can step up to wordsmith proposed changes for the full Board to review.
    4. Board Member Recruitment: Judy has offered to chair this committee again. Her approach is to engage the full Board in this from the perspective that recruitment shouldn’t be a scramble to fill seats: it is an ongoing process of Board perpetuation. Every shareholder is a
      potential Board member, and every shopper is a potential shareholder. All Board members are responsible for recruiting new members.
    5. Community/Shareholder Engagement: This committee was very active last year, and chose to focus on “community” (rather than specifically shareholder) engagement by developing a survey to help us understand if we are meeting the needs of our full community, especially
      those we have not traditionally served. There is a strong diversity, equity, and inclusion (DEI) focus in this work.
  8. Reminders:
    1. Board retreat: In light of various individuals’ work schedules, this has been set for Saturday, January 15, 3 pm – 7 pm (via Zoom).
    2. Food for Thought: John will continue to coordinate and edit articles based on interviews with Board members.
  9. Meeting Outcomes: Board members and guests shared what they would tell a shareholder about this meeting. These are shared in the staff newsletter and in Food for Thought.
  10. Executive Session:
    1. At 6:52 pm, Denise moved and Judy seconded the Board to enter Executive Session for the purpose of discussing a confidential matter; the motion carried unanimously. Sabine, Sarah, and Whitney were present during Executive Session.
    2. At 7:40 pm, John moved and Denise seconded to exit Executive Session. The motion carried unanimously.
  11. Meeting Closing: Board members and guests shared their responses to the questions, “how did the meeting go for you?”

The meeting was adjourned at 7:45 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator

Board of Director Meetings are open to all Shareholders, and all Shareholders are encouraged to attend and participate. The meetings are on the first Monday of each month with the exception of holiday Mondays, in which case the meeting is pushed to the following Monday. Be sure to reach out to RSVP with the Board Administrator prior to the meeting for a “Zoom” link.

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