Board of Directors Meeting Minutes: March 2023

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Brattleboro Food Co-op Board of Directors March Meeting Minutes

Monday, March 6, 2023

Directors Present:
Calvin Dame, Judy Fink (Zoom), Denise Glover, John Hatton, Anneka Kindler, Michele Meulendyk, Vanessa Vadim, Jerelyn Wilson, and Johanna Zalneraitis.

Staff, Shareholders, and Others Present: General Manager Lee Bradford, Board Administrator Sarah Brennan, shareholders Odell Bouchard, Cindy Leszcak, and Sheila Adams (guest shareholders via Zoom).

President Jerelyn Wilson called the meeting to order at 5:16 pm.

  1. Welcome/Norms: Board members read the Board’s communication norms out loud.
  2. Shareholder Input
    1. Guests introduced themselves. Sheila noted that she had emailed the Board with some questions following the previous meeting.
    2. The Board reviewed recent shopper and shareholder feedback. Lee noted that feedback is shared with the relevant department manager for follow-up; in some cases, he or the store manager responds.
  3. Board Minutes: Calvin moved, and Vanessa seconded, to approve the February 6, 2023 minutes. Discussion: Fix typo in Anneka’s name. The motion to accept the minutes carried unanimously.
  4. Board Committees
    1. Community and Shareholder Engagement:
      1. The Board informally agreed to move forward with developing a film series devoted to food/agriculture. This fall/winter would be an ideal time. Vanessa and Lee will set up a time to meet; Jerelyn and Johanna are interested in participating as well.
      2. Michele noted that she will talk to other members of the Ends Task Force about the role the CSE committee could play in disseminating information and getting feedback on the work of the Ends Task Force.
      3. Jerelyn moved, and Johanna seconded, to approve the CSE charter as presented in the packet:
        “The Board’s Community & Shareholder Engagement Committee supports the Board in deepening its relationships with shareholders and our broader communities in ways that strengthen communication, increase participation, and improve satisfaction, trust, and connection. Insights gleaned from the committee’s efforts will inform the work of the Board in meeting shareholder expectations.”
      4. The motion carried unanimously.
    2. Board Member Recruitment:
      1. Judy reviewed the materials in the packet. Board members should let Judy/Sarah know if they have any proposed changes to the Statement of Interest form. We have three 3-year seats open in the elections this fall (seats currently filled by John, Michele, and Vanessa).
      2. Michele shared that she has brought the candidate info packet to two different classes offered at the Co-op and has logged one conversation in the recruitment log for follow-up.
      3. Board members took turns reading each other’s “encouragements” – statements that could be used to encourage someone to run for the Board. Suggestion: use these in the rotating banner on the Co-op’s website (“Why run for the Board?”). Lee will follow up with the Marketing team. Calvin noted that with elections occurring in September this year, there are only four meetings before then that potential candidates could conceivably attend. Jerelyn noted that sometimes there is a long gestation period in deciding to run for the Board: a person might be interested, but not until the following year.
  5. GM Monitoring Report
    1. Decision Tree: The Board reviewed the process used when acting on GM monitoring reports; it specifies what to do if the GM is not meeting expectations. John shared that there have been occasions in the past when the Board did not accept a monitoring report; usually, insufficient compliance data was the concern.
    2.  B.6 Shareholders:
      1. Michele moved, and Denise seconded, to approve the GM monitoring report for B.6 Shareholders.
      2. Discussion: No concerns were expressed about either the interpretation statements or the compliance data. Lee noted that many other co-ops have dismantled their shareholder labor programs in response to concerns about whether they violate labor laws. He added that we have agreed with our union that we would not use shareholder labor hours to replace paid positions. As noted in recent Food for Thought articles, we want to drive more shareholders to earn their discount via the Commitment to Community program. Jerelyn acknowledged that our bylaws mandate that we allow shareholders to earn a discount in exchange for labor or services. The motion carried unanimously.
      3. Jerelyn noted that the April agenda will include time to discuss a response to Lee’s request that the Board makes a definitive statement about the future of the shareholder labor program. Vanessa noted that if Board hours were compensated fairly, we might be able to get a more diverse group of folks participating. Otherwise, we are only recruiting people who can afford to give a lot of hours.
      4. Jerelyn asked Lee to provide context for determining what factors go into deciding whether to issue a patronage dividend and the amount. . Lee stated that there are three areas to consider. The first is minimizing our tax burden: patronage, which is paid out, is not taxed as income, so issuing a dividend is a way to share profits while minimizing our tax burden. Second is servicing our debt: we currently spend about $57,000/month in interest payments. Third is whether there are any large capital projects, investments, initiatives, or planned expansions – things outside the normal course of business – that may be the best use of resources.
    3. B.7 Communication to Board: John moved, and Anneka seconded, to approve the monitoring report for B.7 Communication to Board. Discussion: Lee was asked to refer to his monthly “GM FYI” memos as “updates” and not “reports”, in order to distinguish them from monitoring reports. The motion carried unanimously.
    4. A.1 – Ends: End #7 Reasonable access to participation in the cooperative.
      1. John moved, and Michele seconded to accept the monitoring report for A.1 Ends #7. Discussion touched on the following points:
      2. Supporting those in need via the Shareholder Assistance Program and Food for All. We assume there are people who would appreciate these programs but aren’t aware of them. We might consider following up with those wanting to schedule their equity payments over time to see if joining FFA is appropriate.
      3. Staff who are not shareholders: in some cases, this could be because they are still in their probation period and simply haven’t engaged yet. Note: Employees receive a 12% discount, which goes up to 17% if they are also working shareholders.
      4. Elder discounts: These represent the majority of all discounts offered. We hope to transition many Elders to working shareholder status.
      5. The motion carried unanimously.
  6. Board Monitoring Reports  
    1. Denise moved, and Anneka seconded to approve the Board monitoring report for D.10 Board Committees. No concerns were expressed about the Board’s compliance with the policy; discussion touched on the following:
      1. Why the word “only” appears in 10.4 (“10.4 Policy Application: This policy applies only to committees that are formed by the Board, whether or not the committees include non-Board members.”)[1]
      2. Whether this policy should spell out the difference between an ad-hoc task force and a standing committee. No changes were deemed necessary.
      3. The Board requested that the standard language in monitoring report surveys be updated to “In the time that you have served within the past 12 months”.
    2. The motion carried unanimously.
  7. Upcoming Policies to be Monitored: The April meeting will address B.8 – Conflict of Interest, A.1 (End #2), and D.1 – Board Duties. Jerelyn noted that reviewing policies to be monitored at the next meeting is a great opportunity to ask if the policy is what the Board wants. Jerelyn asked Board members to raise any questions about the above with their mentor, Judy, or Jerelyn.
  8. GM Updates: Lee shared updates since the packet went out. Wednesday, we are kicking off contract negotiations for the 2023-26 union contract. The new CFO is local, has grocery experience, and seems like a good cultural fit. Lee described his process for organizing and prioritizing the numerous ideas that surfaced in the managers’ retreat. Discussion touched on the role of the Board with respect to staff, the need to raise awareness of the Board and its role/activities, and what the managers’ JEDI training has entailed.
  9. Ends Task Force: Jerelyn asked task force members to share their impressions and learnings thus far.
    1. Four Capitals: Anneka focused on mapping the 4 Capitals to our existing Ends. Ultimately, she found that they offer suggestions for creating operational definitions and goals, and measuring progress – but they do not lend themselves readily to be our Ends.
    2. Climate Change/Economic Disparity: It’s exciting for Denise to focus on integrating these into our Ends.
    3. Ends vs Mission Statement: Michele and John learned that the Ends policies are about the Board communicating with the GM. They are not a PR piece. John believes that the rationale presented to the shareholders in 2020 for removing the mission statement from the bylaws in order to have it included in the Ends was erroneous. Mission statements don’t have a place in policy governance. They are not part of Ends policies – they are the purview of the GM.
    4. The discussion touched on the following points:
      1. Task Force Scope: Is the goal of the task force to rewrite the Ends, or to look at them through the lenses of climate change and economic disparity?
      2. Roles and responsibilities: The Board is elected to wrestle with all kinds of questions. The full Board is responsible for creating Ends policies for the GM that are based on the needs and desires of the shareholders. The GM is responsible for operationalizing the Ends and communicating with the public, including via a mission statement. The mechanism by which shareholders participate is elections: they’ll vote someone else in if they don’t like what the Board does.
      3. Mission statement: Should we ask Lee to develop a mission statement that communicates the spirit of our values and intentions to the public at large? This would allow the Board to create more succinct Ends.
      4. Shareholder engagement: Although Ends are not subject to shareholder ratification, how should the Board engage with them about any changes? Our current policies emerged out of member surveys. We are already sharing regular updates in Food for Thought. Should we bring them draft policies to respond to at the Annual Meeting?
      5. Ends vs Executive Limitations policies: Might some of our Ends actually be taken care of via these policies? Even if so, there is value in being able to point to explicit Ends policies. The Board is elected by shareholders in order to ensure that the Co-op is fiscally sound. Without addressing climate change and economic disparity, we won’t be in business in fifty years. We must be prepared for the future by ensuring that resiliency is built into our Ends.
      6. Explicit Context in Ends: It’s not necessary for the Ends policies to specifically reference the rationale for including a focus on climate change and economic disparity.
      7. Next steps: The Task Force is welcome to touch base with Lee at any time for input/feedback; they will bring something to the Board at the April meeting. We still have time to arrange a full Board half-day retreat to work on this as well.
  10. Annual Meeting and FY24 Board Budget:
    1. Annual meeting: We are moving ahead with Potash Hill (formerly the Marlboro College campus) for the venue. More information coming soon.
    2. Budget: Jerelyn asked Board members to direct any questions to John. The Board will be discussing and approving its budget at the April meeting.
  11. What Would You Tell a Shareholder? Board members shared what they would tell a shareholder about this meeting. These comments are shared in the staff newsletter and in Food for Thought.
  12. Executive Session: At 8:02, Denise moved, and Michele seconded to go into Executive Session to discuss a personnel matter. The motion carried unanimously. In addition to the Board, Lee, and Sarah were present. At 8:08 pm, Michele moved, and Denise seconded, to exit Executive Session. The motion carried unanimously.
  13. Meeting Closing: Board members shared their responses to the questions “What went well or not so well” and “What is one thing you’re taking away from our meeting?”
    The meeting was adjourned at 8:15  pm.

    [1] Subsequent research revealed that the policy used to contain an additional sentence distinguishing Board-formed committees from General Manager-formed committees.

    Respectfully submitted,
    Sarah Brennan, Board Administrator

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