Board of Directors Meeting: February 2022

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Brattleboro Food Co-op Board of Directors January Meeting

Held via Zoom

Monday, February 14, 2022

Directors Present: Calvin Dame, Nick Dickison, Judy Fink, Denise Glover, John Hatton, Michele Meulendyk, Jerelyn Wilson, Johanna Zalneraitis.

Staff, Shareholders and Others Present: Interim General Manager (and Store Manager) Whitney FieldFinance Manager Ken McGee, Human Resources Manager Emilee Madden, Marketing and Community Relations Manager Jon Megas-Russell, IT Manager Erik Hansen, Food Services Manager Scott Martin, Board Administrator Sarah Brennan, and shareholders Sheila Adams, Kathy Carr, Kirby Veitch, Davida Bagatelle, and Yoshi Manale.

President Jerelyn Wilson called the meeting to order at 5:15 pm.

  1. Welcome/Norms: Jerelyn welcomed guests and Michele, John and Judy read the Communication norms out loud.
  2. Core Team Introductions: Jerelyn noted that usually communication between the Board and Management goes through the General Manager (or in this case, the interim GM), but it’s important that the Board be familiar with the members of the Core Team, given their special role in the running of the Co-op. Core Team members introduced themselves, saying how long they have been at the Co-op and what stands out for them about working here.
  3. Shareholder Input: 
    1. Judy noted that Yoshi is Brattleboro’s Town Manager. He recently joined the Co-op, and has expressed an interest in serving on the Board. This is the first time he has attended a Board meeting, and his candidate statement is in the packet. Yoshi introduced himself, stating that he is eager to understand the institutions and people in his new community, and that he can bring in a lot of different points of view to bear if appointed to the Board.
    2. Kirby Veitch and Kathy Carr spoke to the pressing need among Co-op employees to be paid a livable wage, particularly in light of spiking energy and gas costs. The packet contains a request from them that last year’s profits be used to fund hazard pay as a stopgap, until the union contract is renegotiated next year. Kirby believes wages should be tied to inflation, and that Co-op workers are priced out of purchasing from the Co-op. Jerelyn thanked Kirby and Kathy for reaching out. She stated that the Board is aware that paying a livable wage is a high priority to the management team, and that no decisions will be made until we have a new GM in place.
    3. Sheila Adams read an excerpt from an email exchange she had with Jerelyn following the January Board meeting about a variety of topics, primarily shareholder loans, the Co-op’s debt, and Co-op wages. The full conversation had already been shared with the full Board. Jerelyn stated that the Board will have a conversation about it so that we all understand what are facts, what are assumptions, and can engage with those topics.
  4. Board Minutes: John moved, and Judy seconded, that the January 3, 2021 minutes be approved.
    Discussion: none. The motion carried unanimously.
  5. GM Monitoring Report: B.2 Financial Condition and Activities
    1. Denise moved, and John seconded, to approve the Monitoring Report for B.2 Financial Condition and Activities.
    2. Discussion: No concerns were expressed about the interpretation statements or compliance data. Discussion focused on what indicators are most important for Board members to understand and be able to convey to shareholders. Examples cited include sales growth (as compared to the same week in the previous year), labor as a percentage of sales, and basket size. We watch for trends, and look at how we are doing compared to other co-ops our size (see “Ratios” page of financial statements). The “flash report” also provides a good overview of how we are doing compared to how we expected to, on a quarter-by-quarter basis. Other points of interest:
      • Our Q2 net profit is not related to the forgiveness of PPP loans; it represents how we’re actually doing.
      • Gross margin dollars: this is sales, minus the cost of goods. We report it as both a dollar amount, and a percentage. Net profit: the bottom line: it’s gross margin dollars, minus expenses other than cost of goods, such as labor.
      • Margin: Our overall store margin is currently 35.3%. It used to be higher, until we expanded our product mix to include more conventional items. The conventional grocery industry typical margin is 17 to 19% – much lower, in part because conventional chains make up for lower margins with higher volume sales. The result is that we need to get more efficient all the time, as our competition puts pressure on the cost of labor. Our price comps (comparisons) show that on the whole, we are not out of line with our competitors.
    3. The motion carried unanimously.
  6. Board Monitoring Reports:
    1. The policies being monitored this month describe our structure as a Board, and how we do our work in evaluating the General Manager.
    2. Judy moved, and Denise seconded, to approve the monitoring report for C.3 GM Job Contribution. Discussion: Responses are very consistent, with no points of discussion.  The motion carried unanimously.
    3. John moved, and Johanna seconded, to approve the monitoring report for C.4 Monitoring Management Performance. Discussion: As above. The motion carried unanimously.
  7. GM FYI: 
    1. Whitney provided updates: We continue to wait for parts to arrive to fix various pieces of broken equipment. She appreciates our staff dealing with the inconveniences posed by this. Jerelyn observed that Whitney’s relationship with managers, cultivated over time, is really positive and established in such a way that we are all benefiting from it during this interim period.
    2. The charts provided in the GM FYI show, week by week, our sales compared to last year, and two years ago. We developed the Annual Business Plan last spring, and we update our sales and labor projections at the end of each quarter for the upcoming quarter. We are currently 2% above last year in sales. Whitney reminded the Board that the 3rd quarter is very hard to predict, as sales are weather and tourist-dependent.
  8. Retreat Debrief: The Board reflected on some of the priorities for the upcoming year as discussed in the retreat, focusing on DEI and Policy B.3 Relationship with Employees:
    1. DEI: We hope to do additional staff trainings soon, and are planning for a Board training in April. We are revamping our new hire orientation, part of which will focus on DEI. This is not a “one and done” thing: it’s a process of cultivating a culture in which this is a priority.
    2. The B.3 Relationship with Employees policy: Part of the compliance data traditionally included with this monitoring report is staff survey data. Obtaining a sufficient response rate for the results to be considered statistically valid has been a challenge.
  9. Board Committees:
    1. Search Committee: Since the last Board meeting, the committee has met five times, declined a proposal of support for a remote interim GM, screened three GM candidates, and hosted one of them on a two-day visit.
    2. Community/Shareholder Engagement: The charter is not yet finalized. Focus includes how to collaborate with staff in moving forward with the survey initiative spearheaded by the previous Board, and to understand how the Board builds and strengthens its relationship with current shareholders.
    3. Board recruitment: the draft charter was discussed and some edits proposed; to be continued at the next Board meeting.
  10. Meeting Outcomes:
    1. 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.
  11. Executive Session:
    1. At 7:14 pm, Denise moved and Judy seconded that the Board enter Executive Session for the purpose of discussing two items: whether to appoint someone to fill the vacant Board seat and a confidential matter pertaining to the GM search; the motion carried unanimously. Whitney and Sarah were present during Executive Session.
    2. At 7:36 pm, Judy moved and Michele seconded to exit Executive Session. The motion carried unanimously.
    3. Michele moved to appoint Yoshi Manale to fill the open Board seat with term ending in 2023, and Johanna seconded. Discussion: none. The motion carried unanimously.
    4. Judy moved that based on the Search Committee’s judgment after the 2/15 interview with a GM candidate, that the Board empower the Search Committee to authorize the Board President to offer the GM position to the candidate who visited last week. Johanna seconded. (Note: this motion reflects a revision to clarify that the President is the one authorized to make an offer – not the Search Committee.) Discussion: the salary that has been discussed with the candidate is within the range previously authorized by the Board. The motion carried unanimously.
  12. Meeting Closing:  Board members and remaining guests shared their responses to the question “how did the meeting go for you”.

The meeting was adjourned at 7:55 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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