Board of Directors Meeting Minutes: May 2022

  | BFC Board Meeting Minutes, Board Meetings, Board of Directors, News from the Board of Directors

Brattleboro Food Co-op Board of Directors May Meeting Minutes

Monday, May 2, 2022

Directors Present: Calvin Dame, Nick Dickison (Zoom), Judy Fink, Denise Glover, John Hatton, Yoshi Manale (Zoom), Michele Meulendyk, Jerelyn Wilson, and Johanna Zalneraitis (Zoom). Staff, Shareholders and Others Present: General Manager Lee Bradford, Finance Manager Ken McGee (Zoom), Board Administrator Sarah Brennan, shareholders Sheila Adams (Zoom), Kirby Veitch, and Cindy Leszczak (Zoom)

President Jerelyn Wilson called the meeting to order at 5:15 pm. Welcome everyone, to our first in-person and online Board meeting!

  1. Welcome/Norms Board members took turns reading the Board’s norms out loud.
  2. Shareholder Input  
    1. Kirby Veitch stated that the number one concern among staff right now is wages, which have not kept up with the area’s cost of living, especially with inflation. Jerelyn encouraged Kirby to speak with Lee about this and added that the Board is aware of this as a high-priority item. The Board will be looking for the three-year plan to address this.
    2. Cindy Leszczak stated that she supports Bernie Sanders’ initiative to link pay with inflation. Jerelyn thanked her and encouraged her to continue her involvement with the Community/Shareholder Engagement Committee.
    3. Sheila Adams thanked Jerelyn for responding to questions she’d posed via email and thanked the Board for their efforts.
  3. Board Minutes Denise moved, and Nick seconded, that the April 4, 2022 minutes be approved. Discussion: They are very comprehensive! The motion carried unanimously.
  4. GM Monitoring Reports
    1. Judy moved and John seconded for the Board to approve the monitoring report for B.8 Conflict of Interest. Discussion: Jerelyn noted that this report was originally scheduled for April but was pushed back, as that was Lee’s first meeting. No comments, questions, or concerns were expressed about either the interpretation statements or the compliance data. The motion carried unanimously.
    2. John moved and Michele seconded for the Board to approve the monitoring report for B.2 Financial Condition and Activities. Jerelyn reminded Board members that they were being asked to approve the monitoring report – not the financial report itself, which is being presented as compliance data. She noted that the financial report helps us plan, and allows us to answer any questions from shareholders about the financial health of the Co-op. The discussion touched on the following points:
      1. Third-quarter sales as compared to plan: we were conservative in our planning. Lee stated that overall, the trend is regressing to the pre-COVID mean. It’s an open question as to where we will level out.
      2. Gross margin: We are under the plan with this. Our margins tend to be higher than our competitors because we can’t buy in the same quantities as they do. We have experienced a rise in the cost of goods that we have not passed on to our shoppers. Supply chain issues have led to our buyers finding other sources for the products our customers expect, and we are not always able to get the same deals. Lee noted that other co-ops are facing a similar erosion of margin.
      3. Net Profit: Our net profit was better than we’d planned for, largely due to lower expenses, particularly in wages, due to open positions.
      4. Cash on hand: We have about 41 days of operating expenses worth of cash on hand. Typical co-ops have about 30, with top performers having over 100. Having these reserves is what would enable us to survive a catastrophe that forced us to close our doors temporarily.
      5. Net earnings: We did much better than we’d planned (net earnings of $423K, rather than the $97K we’d planned), because we were deliberately conservative.
      6. Our current ratio (current assets to current liabilities) has been rising, from 1.25:1 this time last year, to 1.49:1. This is a good sign. 2:1 would be great.
      7. The debt to Equity ratio (total liabilities to total equity) has been decreasing, from 2.7:1 last year to 1:91:1 now. This is also good. Continuing to improve this ratio unlocks other benefits as well; for example, Lee noted that due to our strong performance, NCG has lowered the amount we are expected to contribute to a joint liability fund, which protects all co-ops from the impact of any given co-op going out of business.
      8. The motion carried unanimously.
  5. Board Monitoring Report
    1. D.2 Board Meetings: Denise moved and Judy seconded for the Board to approve the monitoring report for D.2 Board Meetings.
      1. Discussion: Jerelyn noted that last year, the Board did not approve this monitoring report. This year, a common theme in people’s comments is how to handle discussing topics that arise during meetings when either there isn’t adequate time to explore them, or they are not actually the purview of the Board (or both). Jerelyn added that it’s also important to build time into the agendas to engage in long-range planning activities. Nick spoke to the subtle differences between policy 2.1 (“Meeting discussion content will only be those issues that, according to Board policy, clearly belonged to the Board to decide”) and 2.4 (“Only issues within the Board’s responsibilities may consume meeting time”). Jerelyn suggested that, given that there is currently not a standing policy and bylaws committee, anyone interested in working on streamlining this policy should get in touch with Sarah.
      2. The motion carried unanimously.
    2. D.6 Board Job Products:
      1. Judy moved and Michele seconded for the Board to approve the monitoring report for D.6 Board Job Products. Discussion: Jerelyn would like for this policy to reference the bylaws, to the effect that any Board policies must be in alignment with our bylaws.
      2. The motion carried unanimously.
  6. GM Updates
    Lee shared updates since the packet went out. He made lots of great connections at the NCG annual meeting last week. There were almost 200 general managers in attendance. NCG is focusing on how to help co-ops in the back office, with a standardized point of sale support as one example, which will be of particular benefit to co-ops without sophisticated technology. Lee spent time with both his “Eastern Corridor” and Vermont co-ops as well as many others. Many other co-ops use Catapult, which we are considering moving towards ourselves.

    The discussion of the charts focused on merchandising: Lee described this as how you present products in the store to optimize sales. There is a whole science to it, and he believes there are opportunities for us to improve top-line sales and margin through better merchandising.

    He also noted that focusing on “being a co-op” has zero impact compared to focusing on “local”.

  7. GM/Board Relationship Building Context: This is a quarterly check-in that will happen again in August.
    1. Lee has been surprised by how candid and open the staff has been with him thus far.
    2. The condo association is comprised of two entities: the Co-op, and the Windham and Windsor Housing Trust. We own the store, and they own the apartments upstairs. We jointly care for the walls and grounds, and collectively budget to fund commonly owned things, like the roof.
    3. Groundworks Collaborative was delighted to learn they’d be receiving over $19,000 in unredeemed patronage dividends; we’d expected it would be much less.  Jerelyn cited Tamara Stenn from last year’s Board for advocating that shareholders be able to donate their dividends.
    4. Note: should Board members have anything they wish to discuss with Lee (this came up in the context of Yoshi having a Town-related incident to discuss), they can reach out to him, but it’s important to be mindful of Policy C.1 Board/Management Relations. One suggestion: check in with Jerelyn first.
  8. Board Committees
    1. Board Member Recruitment:
      1. Judy shared that she and Sarah have met with Jon Megas-Russell and have a new design for the Board section of the Co-op’s website, which will be shared with the committee this week. Board members will be asked to review and edit their bios for this purpose.
      2. Tabling: Board members shared their impressions of tabling, whether with Lee during April, or more generally (for those who were able to table pre-COVID). The committee recommends that the Board resume tabling, starting with a couple of Board members being present at the Co-op’s table at Gallery Walk. It will be a lively scene. Stay tuned for a sign-up sheet.
    2. Community and Shareholder Engagement: Jerelyn stated that being in connection with our shareholders and the community is a big task. She said that we have to be out there in the public, getting to know shareholders and letting them get to know us. She referred to creating conversational forums and mentioned the upcoming May 12 presentation, part of the “Co-ops Change the World” speaker series.
  9. What Would You Tell a Shareholder?
    Board members and guests shared what they would tell a shareholder about this meeting. These comments are shared in the staff newsletter and in Food for Thought.
  10. 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 7:17 pm.

    Respectfully submitted,
    Sarah Brennan, Board Administrator

  11. 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.

    Archive of past Meeting Minutes