Board Meeting Minutes: June 2023

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Brattleboro Food Co-op Board of Directors Meeting Minutes June 2023

Monday, June 5, 2023

Directors Present: Calvin Dame, Judy Fink, 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, and shareholders Davida Bagatelle (Zoom) and Spoon Agave.

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

  1. Welcome/Norms: Jerelyn acknowledged the Board’s communication norms.
  2. Shareholder Input:
    1. Davida Bagatelle introduced herself. She’s been a Co-op member since the Flat Street days and is here because she believes it’s important to pay attention and listen to what’s going on.
    2. Spoon Agave introduced himself. He likes to meet the people running our Co-op. He’s been in Brattleboro for 30-odd years and has been involved with co-ops for even longer.
  3. Board Minutes: Johanna moved, and Anneka seconded to approve the May 1, 2023 minutes. Discussion: Ken McGee was not present at the May meeting. The motion to accept the minutes as edited carried unanimously.
  4. Board Committees
    1. Amy, John, and V will meet to develop the plans. This will be a Board-initiated effort via this committee. Staff will handle logistics and outreach, and the Board will focus on film selection, scheduling, and facilitating discussion with shareholders afterward. V anticipates doing a series in groups of 3: a kids’ film, a documentary, and a feature film. This event would be open to the public, but perhaps shareholders could receive a free small popcorn. Jerelyn also noted that the committee has also worked on clarifying why we are asking which questions of shareholders at the Annual Meeting.
    2. Board Member Recruitment: John, Michele, and V are all running for the Board. Please get your statements to Sarah by August 1. Michele and Judy have also reached out to other potential candidates but have not yet received a response. The committee is also developing a “Meet the Candidates” event on 8/30.
    3. Annual Meeting Planning: John, Judy, and Jerelyn will meet on 6/13 to continue working on the World Café questions, which will be brought to the Board for approval in July. Sarah will be surveying Board members about their interest in serving as table hosts. Hosts make sure the conversation at their table is going in a direction that makes sense and encourages people to talk. Three shareholders have already offered to serve as hosts. Calvin will train the hosts. V shared some insights about a similar process used at a VT Climate Action Network gathering she attended recently. We need to be very clear on why we’re using this process. We want to know what’s important to our shareholders, particularly their sense of the importance of climate change and economic inequality to the Co-op. Future Food for Thoughts should describe what we’re doing. As a live, interactive gathering, the Annual Meeting will not be recorded. (Meetings were recorded during the pandemic when they were held online).
  5. Changes to Bylaw 5.5 (Term Limits)
    1. Background: Jerelyn reminded Board members that changes to the bylaws require shareholder approval. This is the second round of our discussion about this bylaw.
    2. V moved, and Anneka seconded, to recommend the changes to Bylaw Section 5.5 as outlined in the June Board packet [and shown below] to shareholders for their approval during 2023 elections.

      Section 5.5 – Election and Term Limits. All directors shall be elected by plurality vote at the annual shareholder meeting or by a specified date, not to exceed two weeks following the annual meeting. Directors shall be elected to serve for terms of three years or until election of their successors. The terms of directors shall be staggered so that approximately one-third of the terms of both patron and staff directors shall expire in each year. Directors may serve no more than three consecutive full terms or up to nine consecutive years.

    3. Discussion: The memo in the packet was thorough. Jerelyn described how someone who had served for seven years would not be able to run for a full three-year term unless they stepped off the Board for a year first.
    4. The motion carried unanimously.
  6. Ends Work Session Follow-Up:
    1. Jerelyn observed that Board members’ written reflections on the 5/16 work session make it clear that we still need to figure out how to proceed. She asked for comments on what we could do to move forward. Discussion highlights (points are not necessarily ordered chronologically):
      • The Ends should provide sufficient clarity and guidance to be effective with different players, both on the Board and in the GM role.
      • Lee stated that the language does not need to be perfect so long as there is alignment around the intent. He noted that the statement that resulted from the 5/16 work session would require more upfront conversation to get to that alignment. He believes that, if necessary, he could work with the six individual Ends statements as they currently stand. He also pointed out that “an organization that contributes [to various community outcomes]…” is a viable End.
      •  Jerelyn stated that after the 5/16 work session, the Board was left with a mission statement and means. She offered the following, from a Minnesota co-op, as an example of an Ends statement that is more outcome-oriented: “[The Co-op] will sustain a healthy community that has 3 things: equitable economic relationships, positive environmental impacts, and inclusive socially responsible practices.”
      • Michele noted that the Task Force grappled with how to write Ends that guide the Co-op to contribute to community outcomes when the Co-op cannot reasonably be understood to be wholly responsible for those outcomes. This is why the most recent version of their work includes statements making use of gerunds. The drawback of this style of phrasing is that – as Jerelyn noted – the resulting statements sound more like means than Ends.
      • While we want shareholder input about their priorities, draft Ends should not be brought for a vote to shareholders, as it would set a false expectation that they have a formal say: they do not. They elected the Board to represent them and do this work on their behalf.
    2. Upshot: Jerelyn and Lee will meet on Thursday at 1:30 – others are welcome to join – to recraft some language using Google Sheets/Documents, which Board members can use to provide additional input. They will start with where the Task Force last left things (which, as Michele noted, has not actually been discussed yet by the full Board). Their work will be brought to the July Board meeting.
  7. GM Monitoring Reports: B.2 and A.1 End 5 were tabled last month due to last-minute financial information coming to light which affected each report.
    1. The B.1 Financial Planning monitoring report, which includes as compliance data the Annual Business Plan, would normally be presented in June. However, because the Union contract negotiations won’t be final until July (and wages comprise our largest single expense), Jerelyn and Lee decided to delay this monitoring report until next month.
    2. B.2 Financial Condition and Activities: Reminder that this was tabled from last month due to a last-minute adjustment to Q3 finances.
      1.  Judy moved, and Denise seconded, to accept the monitoring report for B.2 Financial Condition and Activities.
      2. Discussion: Lee noted that Q3 is traditionally a hit-or-miss quarter. While he wishes we’d made money, he’s not unhappy that we broke even. The loss in margin had to do with not keeping up with changes in prices, which we’ve since rectified. The Deli is our biggest profit center, and with the recent addition of a food service director with a strong background in catering and institutional cooking, we anticipate clawing back some margin we’ve lost over the past couple of years. This would fundamentally change our financial landscape.
      3. The motion carried unanimously.
    3. A.1 – End 5 Sustainable Local Economy:
      1.  Anneka moved, and Michele seconded to approve the monitoring report for A.1 End 5 – Sustainable Local Economy.
      2. Discussion: The interpretation statement was deemed comprehensive. Lee stated that our interactions with other local co-ops relate to a sustainable local economy because trying to drive a cooperative economy is the only way to support the local economy. This could be explained better next time around. Lee is particularly interested in trying to help start other co-ops.
      3. The motion carried unanimously.
    4. A.1 – End 6 Relevant Info about Food, etc.:
      1. V moved, and Johanna seconded, to approve the monitoring report for A.1 End 6 – Relevant information about food and related products, the environment, and the Cooperative Values and Principles.
      2. Discussion: The interpretation statement is self-referential; it should address food and related products, etc. and not just the Ends themselves. Lee will take a look at it for the next time around. The data on the use of the community room and tabling shows that engagement is picking up after the pandemic. Making the space available is also in keeping with cooperative values. Suggestion: include data on how many local producers did demos on-site.
      3. The motion carried unanimously.
  8. Board Monitoring Reports
    1. D.4 – Cost of Governance:
      1. Michele moved, and Denise seconded, to approve the monitoring report for D.4 – Cost of Governance.
      2. The discussion focused on possible clarifications that could be made to the policy. It is not clear why the policy refers to a fiscal audit of the Board budget, given that the Co-op’s entire financials are audited each year. How the Board is compensated is worth revisiting.
      3. The motion carried unanimously.
    2. D.5 – Records Policy
      1. Denise moved, and Judy seconded, to approve the monitoring report for D.5 Records Policy.
      2. Discussion: Sarah reminded the Board of our protocols, noting that with the advent of all-digital Food for Thought, we no longer have an easily-accessed archive of previous issues.
      3. The motion carried unanimously.
  9. GM Updates – FYI and NCG Impact Report: Lee shared updates since the packet went out.
    1. We have identified a group that will help us write a history of our Co-op in book form for our 50th anniversary. They’ll do the research, go through our archives, and conduct interviews.
    2. Lee shared recent conversations from the contract negotiations about how difficult the housing market is now – it is having a significant impact on many of our staff. It’s a national and regional problem and not something we can outrun with higher wages.
    3. Lee noted that we are exceptional in our contribution to the various indicators shared in the NCG impact report, such as discounts and benefits offered to staff and shoppers. He explained the vital role that NCG plays – via purchasing agreements and lobbying – in the survival of independent co-ops like ours.  [Vanessa exited the meeting.]
  10. Upcoming Monitoring Reports: Jerelyn brought Board members’ attention to the policies being monitored in July: B.1 – Financial Planning, B.4 – Asset Protection, and D.9 Board Relationship to Shareholders. Discussion focused on whether and how to survey shareholders: either via a survey that would accompany an emailed letter or via adding shareholders-only questions to the receipt surveys. These are administered year-round, and we do get a statistically significant number of responses.
  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. 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 7:45 pm.

    Respectfully submitted,
    Sarah Brennan, Board Administrator